UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material Pursuant to Section 240.14a-12

Goldman Sachs Middle Market Lending Corp. II

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☐	No fee required.

 

☒	Fee paid previously with preliminary materials.

 

☐	Fee computed on table in exhibit required by Item 25(c) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

GOLDMAN SACHS MIDDLE MARKET LENDING CORP. II

200 West Street

New York, NY 10282

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Goldman Sachs Middle Market Lending Corp. II (“MMLC II”) to be held virtually on October 8, 2025 at 10:00 a.m., Eastern Time.

The notice of special meeting and proxy statement accompanying this letter provide an outline of the business to be conducted at the Special Meeting. At the Special Meeting, you will be asked to approve and adopt the Agreement and Plan of Merger, dated as of July 11, 2025 (the “Merger Agreement”), by and among Goldman Sachs Private Credit Corp., a Delaware corporation (“GSCR”), MMLC II, and Goldman Sachs Asset Management, L.P., a Delaware limited partnership (“GSAM”) (such proposal is referred to herein as the “Merger Proposal”).

Closing of the Merger (as defined below) is contingent upon (a) MMLC II stockholder approval of the Merger Proposal and (b) certain other closing conditions.

The Merger Agreement provides for the acquisition of MMLC II by GSCR via the merger of MMLC II with and into GSCR, with GSCR as the surviving company (the “Merger”).

Subject to the terms and conditions of the Merger Agreement, if the Merger is completed, each holder of MMLC II common stock, par value $0.001 per share (“MMLC II Common Stock”), issued and outstanding immediately prior to the effective time of the Merger will have the right to receive, for each share of MMLC II Common Stock, an amount per share of MMLC II Common Stock, in cash, equal to the quotient of (i) the Closing MMLC II NAV (as defined below) divided by (ii) the number of shares of MMLC II Common Stock issued and outstanding as of immediately prior to the Merger (the “Per Share Cash Amount”). The Closing MMLC II NAV is the net asset value (“NAV”) of MMLC II as of a date mutually agreed between GSCR and MMLC II, such date to be no earlier than 48 hours (excluding Sundays and holidays) prior to the effective date of the Merger (the “Determination Date”).

You or your proxyholders will be able to attend the Special Meeting online, vote and submit questions by visiting www.virtualshareholdermeeting.com/MMLC2025SM and using a control number assigned by Broadridge Financial Solutions, Inc. To register and receive access to the virtual meeting, you will need to follow the instructions provided in the Notice of Special Meeting.

Your vote is extremely important. The holders of at least a majority of MMLC II’s outstanding shares must be present at the Special Meeting for the above proposal to be voted on. At the Special Meeting, you will be asked to vote on the Merger Proposal. Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of all outstanding shares of MMLC II Common Stock entitled to vote on the proposal.

As the Merger Proposal is a non-routine matter, no broker non-votes, which occur when a beneficial owner does not instruct its broker, bank or other institution or nominee holding its shares of MMLC II Common Stock on its behalf, are expected. Abstentions will not count as affirmative votes cast and will therefore have the same effect as votes against the Merger Proposal.

After careful consideration, MMLC II’s Board of Directors (the “MMLC II Board”), upon recommendation of a committee of the MMLC II Board comprised solely of certain of the independent directors of MMLC II (the “MMLC II Special Committee”), unanimously recommends that MMLC II stockholders vote “FOR” the Merger Proposal.

It is very important that your shares be represented at the Special Meeting. Even if you plan to attend the meeting, we urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the internet or by telephone as described in this proxy statement and on the enclosed proxy card. We encourage you to vote via the internet, if possible, as it saves us significant time and processing costs. Your vote and participation in the governance of MMLC II are very important to us.

This proxy statement concisely describes the Special Meeting, the Merger, the documents related to the Merger (including the Merger Agreement), and other related matters that MMLC II stockholders ought to know before voting on the Merger Proposal and should be retained for future reference. Please carefully read this entire document, including “Risk Factors ” beginning on page 17, for a discussion of the risks relating to the Merger. MMLC II files annual, quarterly and current reports, proxy statements and other information about itself with the U.S. Securities and Exchange Commission. You may obtain MMLC II’s annual, quarterly and current reports, proxy statements and other publicly filed information, free of charge, and make shareholder inquiries by contacting MMLC II at 71 S Wacker Drive, Suite 1200, Chicago, Illinois 60606, Attention: AI Shareholder Services, or by calling collect at (312) 655-4702. The SEC also maintains a website at http://www.sec.gov that contains such information.

Sincerely yours,

David Miller

Co-Chief Executive Officer and Co-President

This proxy statement is dated August 28, 2025 and it is first being mailed or otherwise delivered to MMLC II stockholders on or about August 28, 2025.

 

Goldman Sachs Middle Market Lending Corp. II

200 West Street

New York, NY 10282

(212) 902-0300

 

GOLDMAN SACHS MIDDLE MARKET LENDNING CORP. II

200 West Street

New York, NY 10282

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 8, 2025

Notice is hereby given to the owners of shares of common stock of Goldman Sachs Middle Market Lending Corp. II (“MMLC II”) that:

A Special Meeting of Stockholders (the “Special Meeting”) of MMLC II will be held virtually on October 8, 2025 at 10:00 a.m., Eastern Time, to approve and adopt the Agreement and Plan of Merger, dated as of July 11, 2025 (the “Merger Agreement”), by and among Goldman Sachs Private Credit Corp., a Delaware corporation (“GSCR”), MMLC II, and Goldman Sachs Asset Management, L.P., a Delaware limited partnership (“GSAM”) (such proposal is referred to herein as the “Merger Proposal”).

Closing of the merger of MMLC II with and into GSCR, with GSCR as the surviving company, pursuant to the Merger Agreement (the “Merger”) is contingent upon (a) MMLC II stockholder approval of the Merger Proposal and (b) certain other closing conditions.

THE BOARD OF DIRECTORS OF MMLC II (THE “MMLC II BOARD”), UPON RECOMMENDATION OF A COMMITTEE OF THE MMLC II BOARD COMPRISED SOLELY OF CERTAIN OF THE INDEPENDENT DIRECTORS OF MMLC II (THE “MMLC II SPECIAL COMMITTEE”), HAS UNANIMOUSLY APPROVED EACH OF THE MERGER AGREEMENT AND THE RELATED TRANSACTIONS, AND UNANIMOUSLY RECOMMENDS THAT MMLC II STOCKHOLDERS VOTE “FOR” THE MERGER PROPOSAL.

Enclosed is a copy of the proxy statement and the proxy card. You have the right to receive notice of, and to vote at, the Special Meeting if you were a MMLC II stockholder of record at the close of business on August 14, 2025. Whether or not you expect to attend the Special Meeting, please sign the enclosed proxy and return it promptly in the envelope provided, or authorize your proxy via the internet or telephone. Instructions are shown on the proxy card.

You will be able to attend the Special Meeting online, submit your questions during the meeting and vote your shares electronically at the Special Meeting by going to www.virtualshareholdermeeting.com/MMLC2025SM. The meeting webcast will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the Special Meeting prior to the start time. For additional information on how you can attend and participate in the virtual Meeting, please see the instructions that accompanied your proxy materials. Because the Special Meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Your vote is extremely important to MMLC II. In the event there are not sufficient votes for a quorum or to approve the proposal at the time of the Special Meeting, the Special Meeting may be adjourned in order to permit further solicitation of proxies by MMLC II .

The Merger and the Merger Agreement are each described in more detail in this proxy statement, which you should read carefully and in its entirety before authorizing a proxy to vote. Attached to this proxy statement is a copy of the Merger Agreement as Annex A.

By Order of the Board of Directors,

Caroline Kraus

Secretary

August 28, 2025

 

TABLE OF CONTENTS

ABOUT THIS DOCUMENT

 

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS AND THE MERGER			3
SUMMARY OF THE MERGER			10
RISK FACTORS			17
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			21
THE SPECIAL MEETING			23
THE MERGER			27
DESCRIPTION OF THE MERGER AGREEMENT			50
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			65
APPROVAL OF THE MERGER PROPOSAL			69
MARKET PRICE, DIVIDEND AND DISTRIBUTION INFORMATION			71
BUSINESS OF GSCR			74
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GSCR			101
MANAGEMENT OF GSCR			123
GSCR MANAGEMENT AGREEMENTS			135
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS OF GSCR			143
CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS OF GSCR			145
BUSINESS OF MMLC II			147
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MMLC II			173
MANAGEMENT OF MMLC II			191
MMLC II MANAGEMENT AGREEMENTS			202
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS OF MMLC II			211
CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS OF MMLC II			213
OTHER MATTERS			215
STOCKHOLDERS SHARING AN ADDRESS			215
WHERE YOU CAN FIND MORE INFORMATION			215
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A: MERGER AGREEMENT			A-1
ANNEX B: OPINION OF THE FINANCIAL ADVISOR TO THE MMLC II SPECIAL COMMITTEE			B-1
ANNEX C: SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW			C-1

ABOUT THIS DOCUMENT

This document constitutes a proxy statement of MMLC II under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the Special Meeting, at which MMLC II stockholders will be asked to vote upon the proposal to approve and adopt the Merger Agreement ( the “Merger Proposal”).

You should rely only on the information contained in this proxy statement. No one has been authorized to provide you with information that is different from that contained in this proxy statement. This proxy statement is dated August 28, 2025. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. The mailing of this proxy statement to MMLC II stockholders will not create any implication to the contrary.

This proxy statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

When used in this document, unless otherwise indicated in this document or the context otherwise requires:

 

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“Closing MMLC II NAV” refers to the NAV of MMLC II as of the Determination Date.

 

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“Determination Date” refers to a date mutually agreed between GSCR and MMLC II, such date to be no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time;

 

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“Effective Time” refers to the date and time when the Merger becomes effective;

 

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“Goldman Sachs” refers to The Goldman Sachs Group, Inc., together with Goldman Sachs & Co. LLC, GSAM and its other subsidiaries and affiliates.

 

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“GSAM” or “Adviser” refers to Goldman Sachs Asset Management, L.P., the investment adviser to MMLC II and GSCR;

 

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“GSCR” refers to Goldman Sachs Private Credit Corp.;

 

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“GSCR Board” refers to the board of directors of GSCR;

 

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“GSCR Common Stock” refers to the common stock, par value $0.001 per share, of GSCR;

 

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“GSCR Independent Directors” refers to the directors who are not “interested persons” of GSCR, as applicable, as defined in the Investment Company Act of 1940, as amended;

 

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“GSCR Special Committee” refers to the committee of the GSCR Board comprised solely of certain of the GSCR Independent Directors;

 

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“Merger” refers to the merger of MMLC II with and into GSCR, with GSCR continuing as the surviving company;

 

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“Merger Agreement” refers to the Agreement and Plan of Merger, dated as of July 11, 2025, by and among GSCR, MMLC II, and GSAM;

 

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“MMLC II” refers to Goldman Sachs Middle Market Lending Corp. II;

 

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“MMLC II Common Stock” refers to the common stock, par value $0.001 per share, of MMLC II;

 

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“MMLC II Board” refers to the board of directors of MMLC II;

 

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“MMLC II Independent Directors” refers to the directors who are not “interested persons” of MMLC II, as applicable, as defined in the Investment Company Act of 1940, as amended;

 

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“MMLC II Requisite Vote” refers to the affirmative vote of the holders of a majority of all outstanding shares of MMLC II Common Stock entitled to vote to adopt the Merger Agreement at a duly held meeting of MMLC II stockholders;

 

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“MMLC II Special Committee” refers to the committee of the MMLC II Board comprised solely of certain of the MMLC II Independent Directors;

 

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“NAV” refers to net asset value;

 

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“Per Share Cash Amount” refers to the quotient of (i) the Closing MMLC II NAV divided by (ii) the number of shares of MMLC II Common Stock issued and outstanding as of immediately prior to the Effective Time; and

 

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“Truist Securities” refers to Truist Securities, Inc., the financial advisor to the MMLC II Special Committee.

 

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The questions and answers below highlight only selected information from this proxy statement. They do not contain all of the information that may be important to you. You should read carefully this entire document to fully understand the Merger Agreement and the transactions contemplated thereby (including the Merger) and the voting procedures for the Special Meeting (as defined below).

Questions and Answers about the Special Meeting

Q: Why am I receiving these materials?

A: MMLC II is furnishing these materials in connection with the solicitation of proxies by the MMLC II Board for use at the special meeting of MMLC II stockholders to be held at 10:00 a.m., Eastern Time, on October 8, 2025, electronically at www.virtualshareholdermeeting.com/MMLC2025SM and any adjournments or postponements thereof (the “Special Meeting”).

This proxy statement and the accompanying materials are being mailed on or about August 28, 2025 to stockholders of record of MMLC II as of August 14, 2025, as described below, and are available at www.proxyvote.com.

Q: What items will be considered and voted on at the Special Meeting?

A: At the Special Meeting, MMLC II stockholders will be asked to adopt the Merger Agreement (such proposal, the “Merger Proposal”).

Q: How does the MMLC II Board recommend voting on the Merger Proposal?

A: The MMLC II Board, upon recommendation of the MMLC II Special Committee, has unanimously approved the Merger Agreement, including the Merger and related transactions, and directed that such matters be submitted to the stockholders of MMLC II for approval at the Special Meeting. The MMLC II Board, upon recommendation of the MMLC II Special Committee, unanimously recommends that MMLC II stockholders vote “FOR” the Merger Proposal.

Q: What is the “Record Date” and what does it mean?

A: The record date for the Special Meeting is August 14, 2025 (the “Record Date”). The Record Date is established by or under the authority of the MMLC II Board, and only holders of record of shares of MMLC II Common Stock at the close of business on the Record Date are entitled to receive notice of the Special Meeting. As of the Record Date, there were 23,959,371 shares of MMLC II Common Stock outstanding.

Q: How many votes do I have?

A: Each share of MMLC II Common Stock held by a holder of record as of the Record Date has one vote on each matter considered at the Special Meeting.

Q: How do I vote?

A: Each MMLC II stockholder may vote at the Special Meeting or by proxy in accordance with the instructions provided below. A MMLC II stockholder may also authorize a proxy by telephone or through the internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an

 

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opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or internet link.

 

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By Internet: www.proxyvote.com.

 

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By telephone: 1-800-690-6903 to reach a toll-free, automated touchtone voting line, or 1-833-215-7517 Monday through Friday 9:00 a.m. until 10:00 p.m. Eastern Time to reach a toll-free, live operator line.

 

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By mail: You may vote by proxy by following the directions and indicating your instructions on the enclosed proxy card, dating and signing the proxy card, and promptly returning the proxy card in the envelope provided, which requires no postage if mailed in the United States. Please allow sufficient time for your proxy card to be received on or prior to 5:00 p.m., Eastern Time, on October 7, 2025.

Q: What if a MMLC II stockholder does not specify a choice for a matter when authorizing a proxy?

A: All properly executed proxies representing shares of MMLC II Common Stock received prior to the Special Meeting will be voted in accordance with the instructions marked thereon. If a proxy card is signed and returned without any instructions marked, the shares of MMLC II Common Stock will be voted “FOR” the Merger Proposal.

Q: How can I change my vote or revoke a proxy?

A: You may revoke your proxy and change your vote by giving notice at any time before your proxy is exercised. A revocation may be effected by resubmitting voting instructions via the internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received on or prior to 5:00 p.m., Eastern Time, on October 7, 2025, by attending the Special Meeting and voting, or by a notice, provided in writing and signed by you, delivered to MMLC II’s Secretary on any business day before the date of the Special Meeting.

Q: If my shares of MMLC II Common Stock are held in a broker-controlled account or in “street name,” will my broker vote my shares for me?

A: No. If you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote them.

For this reason, you should provide your broker with instructions on how to vote your shares or arrange to attend the Special Meeting, as applicable, and vote your shares virtually. Stockholders are urged to authorize proxies by telephone or the internet if their broker has provided them with the opportunity to do so. See your voting instruction form for details.

Q: What constitutes a “quorum” for the MMLC II Special Meeting?

A: The presence at the Special Meeting, in person or by proxy, of the holders of a majority of the shares of MMLC II Common Stock outstanding on the Record Date will constitute a quorum. If a MMLC II stockholder holds shares in a “street name” through a broker, bank or other nominee and does not provide voting instructions to such broker, bank or other nominee with respect to any of the proposals to be considered at the Special Meeting, such shares will not be treated as shares present for quorum purposes. If a beneficial owner provides voting instructions to its broker, bank or other nominee holding its shares of MMLC II Common Stock on its behalf with respect to any of the proposals to be considered at the Special Meeting, the shares of MMLC II Common Stock will be treated as present for quorum purposes.

If there does not appear to be enough votes for a quorum or to approve the proposal at the Special Meeting, the Special Meeting may be adjourned for such periods as the chairman of the Special Meeting or the holders of a majority of the shares of MMLC II Common Stock, present in person or represented by proxy and entitled to

 

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vote thereat, will direct from time to time without notice other than announcement at the Special Meeting. Caroline Kraus and Curtis Tate are the persons named as proxy and will vote proxies held by one of them for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.

Q: What vote is required to approve the proposal being considered at the Special Meeting?

A: The affirmative vote of the holders of a majority of all outstanding shares of MMLC II Common Stock entitled to vote to approve the Merger Proposal.

Q: What will happen if the Merger Proposal is not approved by the required vote?

A: As discussed, in more detail in this proxy statement, the closing of the Merger (the “Closing”) is conditioned on, among other things, (i) approval of the Merger Proposal by MMLC II stockholders at the Special Meeting, and (ii) the receipt of any required regulatory and other approvals.

If the Merger does not close because the MMLC II stockholders do not approve the applicable proposals or any of the other conditions to the Closing is not satisfied or waived, each of GSCR and MMLC II will continue to operate pursuant to the current agreements in place for each, and each of GSCR’s and MMLC II’s respective directors and executive officers will continue to serve as its directors and officers, respectively, until their successors are duly elected and qualified, or their resignation.

Q: How will the final voting results be announced?

A: Preliminary voting results will be announced at the Special Meeting. Final voting results will be published by MMLC II in a current report on Form 8-K within four business days after the conclusion of the Special Meeting.

Q: Will MMLC II incur expenses in soliciting proxies?

A: MMLC II will bear the expenses associated with this proxy statement and solicitation. MMLC II intends to use the services of Broadridge Financial Solutions, Inc. (“Broadridge”) to aid in the distribution and collection of proxies for an estimated fee of approximately $122,000. No additional compensation will be paid to directors, officers or regular employees for such services.

For more information regarding expenses related to the Merger, see “Questions and Answers about the Merger—Who is responsible for paying the expenses relating to completing the Merger?”

Q: What does it mean if I receive more than one proxy card?

A: Some of your shares of MMLC II Common Stock, as applicable, may be registered differently or held in different accounts. You should authorize a proxy to vote the shares in each of your accounts by mail, by telephone or via the internet. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares are voted.

Q: Are the proxy materials available electronically?

A: In accordance with regulations promulgated by the SEC, MMLC II has made this proxy statement and the applicable proxy card available to stockholders of MMLC II on the internet. Stockholders may (i) access and review the proxy materials of MMLC II (ii) authorize their proxies, as described in “The Special Meeting—Voting of Proxies,” and/or (iii) elect to receive future proxy materials by electronic delivery via the internet address provided below.

 

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The proxy statement, Notice of Special Meeting of Stockholders and proxy card are available at www.proxyvote.com.

Q: Will my vote make a difference?

A: Yes. Your vote is needed to ensure the proposals can be acted upon. Your vote is very important. Your immediate response will help avoid potential delays and may save significant additional expenses associated with soliciting stockholder votes.

Q: Whom can I contact with any additional questions?

A: You can contact Goldman Sachs Shareholder Services at the below contact information with any additional questions:

Goldman Sachs Shareholder Services

71 S Wacker Drive, Suite 1200

Chicago, Illinois 60606

(312) 655-4702

Attention: AI Shareholder Services

Q: Where can I find more information about GSCR and MMLC II?

A: You can find more information about GSCR and MMLC II in the documents described under the caption “Where You Can Find More Information.”

Q: What do I need to do now?

A: We urge you to read carefully this entire document, including its annexes. You should also review the documents referenced under “Where You Can Find More Information” and consult with your accounting, legal and tax advisors.

Questions and Answers about the Merger

Q: What will happen in the Merger?

A: MMLC II will merge with and into GSCR, with GSCR as the surviving entity.

Q: What will MMLC II stockholders receive in the Merger?

A: Each share of MMLC II Common Stock, issued and outstanding immediately prior to the Effective Time, except for (i) the shares of MMLC II Common Stock the holders of which have properly demanded appraisal rights (the “Appraisal Shares”) in compliance with the Delaware General Corporate Law (the “DGCL”) and (ii) the shares of MMLC II Common Stock owned by GSCR, MMLC II or any of their consolidated subsidiaries, which shall be canceled and cease to exist (the “Canceled Shares”), shall be converted into the right to receive, in cash, the Per Share Cash Amount (the “Merger Consideration”).

Q: When should MMLC II stockholders expect to receive the Merger Consideration?

A: MMLC II stockholders can expect to receive the Merger Consideration as promptly as reasonably practicable after the Effective Time (but in no event later than five (5) business days after the Effective Time). GSCR and MMLC II are working to complete the Merger in the fourth quarter of calendar year 2025. See “When do you expect to complete the Merger?”.

 

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Q: How will GSCR pay the Per Share Cash Amount?

A: GSCR does not intend to obtain new financing to pay the Merger Consideration. GSCR intends to fund the Merger using borrowings under secured credit facilities, Liquid Investments (as defined below) and available cash.

Q: Who is responsible for paying the expenses relating to completing the Merger?

A: MMLC II will bear the costs and expenses of preparing, printing and mailing this proxy statement and all filing and other fees paid to the SEC in connection with the Merger, and MMLC II and GSCR will equally bear the costs and expenses of all filings and other fees in connection with any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) in connection with the Merger. See “Description of the Merger Agreement—Fees and Expenses.” It is anticipated that GSCR will bear expenses of approximately $3.5 million in connection with the Merger and MMLC II will bear expenses of approximately $3.9 million in connection with the Merger.

Any fees or expenses incurred by MMLC II in connection with the Merger and the Merger Agreement and unpaid prior to the determination of the Closing MMLC II NAV, shall be a transaction expense treated as a reduction to the Closing MMLC II NAV for purposes of calculating the Merger Consideration. In addition to other expenses that may arise prior to Closing, it has been determined that any borrowings under the MMLC II Truist Revolving Credit Facility (as defined below) will be paid off and any deferred financing expenses will be deducted from the Closing MMLC II NAV.

Q: Will I receive dividends after the Merger?

A: No. MMLC II stockholders will only be entitled to receive distributions with respect to shares of MMLC II Common Stock they held of record prior to the Effective Time, as and if declared by the MMLC II Board.

Prior to Closing, the MMLC II Board may declare distributions to MMLC II stockholders relating to the pre-closing period to satisfy the distribution requirements imposed on MMLC II as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). Such distributions will be taxable for taxable stockholders. A portion of the MMLC II Distribution may represent a return of capital. For more information, please see “Market Price, Dividend and Distribution Information—MMLC II.”

On August 6, 2025, the MMLC II Board declared a distribution equal to an amount up to MMLC II’s taxable earnings per share, including net investment income (if positive) for the period beginning July 1, 2025 through September 30, 2025, which will be payable before or around October 29, 2025 to MMLC II shareholders of record as of October 2, 2025.

Q: Is the Merger subject to any third party consents?

A: Under the Merger Agreement, GSCR and MMLC II have agreed to cooperate with each other and use reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (including any required applications, notices or other filings under the HSR Act), to obtain as promptly as practicable all permits of all governmental entities and all permits, consents, approvals, confirmations and authorizations of all third parties, in each case, that are necessary or advisable, to consummate the transactions (including the Merger) in the most expeditious manner practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities. GSCR and MMLC II have made the required filings under the HSR Act. As of the date of this proxy statement, GSCR and MMLC II believe that, subject to the satisfaction of certain conditions, they have obtained all necessary third party consents (including consent under the HSR Act) other than stockholder approval. There can be no assurance that any permits, consents, approvals, confirmations or authorizations will

 

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be obtained or that such permits, consents, approvals, confirmations or authorizations will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of GSCR following the Merger.

Q: Are MMLC II Stockholders able to exercise appraisal rights under the DGCL?

A: If the Merger is consummated, MMLC II stockholders (including beneficial owners of shares) who (1) do not vote in favor of the Merger Proposal; (2) continuously hold their applicable shares of MMLC II Common Stock through the Effective Time; (3) properly perfect appraisal of their shares; (4) meet certain other conditions and statutory requirements; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that these persons will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the Effective Time through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving company of the Merger makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving company of the Merger is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL regarding appraisal rights.

For additional information, please see “The Merger—Appraisal Rights.”

Q: When do you expect to complete the Merger?

A: While there can be no assurance as to the exact timing, or that the Merger will be completed at all, GSCR and MMLC II are working to complete the Merger in the fourth quarter of calendar year 2025. It is currently expected that the Merger will be completed promptly following receipt of the required stockholder approvals at the Special Meeting and satisfaction of the other closing conditions set forth in the Merger Agreement.

Q: Is the Merger expected to be taxable to MMLC II stockholders?

A: Yes. The receipt, in cash, of the Per Share Cash Amount will be a taxable transaction for U.S. federal income tax purposes.

If you are a U.S. Holder (as defined in the section entitled “Certain Material U.S. Federal Income Tax Consequences of the Merger” in this Statement), you will generally recognize capital gain or loss in an amount equal to the difference, if any, between the aggregate amount of the Merger Consideration you receive in cash in the Merger and your adjusted tax basis in your MMLC II Common Stock converted into the Merger Consideration in the Merger. If you are a Non-U.S. Holder (as defined in the section entitled “Certain Material U.S. Federal Income Tax Consequences of the Merger” in this Statement), the receipt of the Merger Consideration in cash in exchange for MMLC II Common Stock pursuant to the Merger will generally not be taxable to you for U.S. federal income tax purposes unless you have certain connections to the United States or MMLC II is or has been a U.S. Real Property Holding Company and certain other conditions are met.

 

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You should read the section entitled “Certain Material U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of certain material U.S. federal income tax consequences of the Merger. MMLC II stockholders should consult with their own tax advisors to determine the tax consequences of the Merger to them.

Q: What happens if the Merger is not consummated?

A: If the MMLC II Requisite Vote is not obtained with respect to the Merger Agreement, or if the Merger is not completed for any other reason, MMLC II stockholders will not receive any consideration for their shares of MMLC II Common Stock in connection with the Merger. Instead, MMLC II will remain an independent company. See “Description of the Merger Agreement—Termination of the Merger Agreement.”

Q: Did the MMLC II Special Committee receive an opinion from the financial advisor to the MMLC II Special Committee?

A: Yes. For more information, see the section entitled “The Merger—Opinion of the Financial Advisor to the MMLC II Special Committee.”

 

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SUMMARY OF THE MERGER

This summary highlights selected information contained elsewhere in this proxy statement and may not contain all of the information that is important to you. You should carefully read this entire proxy statement, including the other documents to which this proxy statement refers for a more complete understanding of the Merger. In particular, you should read the annexes attached to this proxy statement, including the Merger Agreement, which is attached as Annex A hereto, as it is the legal document that governs the Merger. See “Where You Can Find More Information.” For a discussion of the risk factors you should carefully consider, see the section entitled “Risk Factors” beginning on page 17.

The Parties to the Merger

Goldman Sachs Private Credit Corp.

200 West Street

New York, NY 10282

(212) 902-0300

GSCR is a specialty finance company that is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, GSCR has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Code, commencing with its taxable year ended December 31, 2023. From GSCR’s commencement of investment operations on April 6, 2023 through June 30, 2025, GSCR has originated approximately $11.87 billion in aggregate principal amount of private credit instruments, which may include loans, notes, bonds and other corporate debt securities issued by corporate issuers (“Private Credit Investments”) and related equity prior to any subsequent exits and repayments. GSCR’s investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. GSCR’s investment strategy is consistent with that of the broader GSAM Private Credit platform, with a focus on capital preservation and capital appreciation, and includes: (i) leveraging GSAM Private Credit’s position within Goldman Sachs; (ii) direct origination with borrowers; (iii) prudent investment selection with intensive due diligence and credit analysis; (iv) provision of large-sized commitments; (v) structuring expertise with a focus on risk mitigation; (vi) rigorous portfolio management; and (vii) focus on companies with attractive business fundamentals.

Under normal circumstances, GSCR will invest at least 80% of its total assets (which include net assets plus borrowings for investment purposes) in Private Credit Investments. GSCR primarily holds directly originated, first lien senior secured, floating rate debt of companies located primarily in the United States and, to a lesser extent, in non-U.S. jurisdictions. GSCR may also invest, to a lesser extent, in second lien loans, unsecured, subordinated or payment-in-kind (“PIK”) debt and equity and equity-like instruments. GSCR also invests a portion of its portfolio in more Liquid Investments, such as broadly syndicated loans and other fixed-income securities, to provide the portfolio with additional liquidity.

GSCR’s investment strategy also allocates a portion of its overall portfolio to Liquid Investments to provide the portfolio with additional liquidity and to manage its payment obligations under its share repurchase program. Liquid Investments may include senior secured loans, senior secured high yield bonds, senior unsecured high yield bonds, and fixed-income exchange-traded funds (“ETFs”) and government securities. GSCR uses these investments to maintain liquidity for its share repurchase program and manage cash before investing subscription proceeds into originated loans, while also seeking attractive investment returns. Prior to raising or investing sufficient capital, GSCR’s portfolio may display a greater percentage of assets within Liquid Investments or government securities than it otherwise would expect for a fully invested portfolio. Investment decisions related to Liquid Investments are made by the GSAM High Yield and Bank Loan team within the Global Fixed Income and Liquidity Solutions group of GSAM.

 

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Goldman Sachs Middle Market Lending Corp. II

200 West Street

New York, NY 10282

(212) 902-0300

MMLC II is a specialty finance company focused on lending to middle-market companies. MMLC II is a Delaware corporation and a closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act. In addition, MMLC II has elected to be treated, and expects to qualify annually, as a RIC under Subchapter M of the Code, commencing with its taxable year ending December 31, 2021. From MMLC II’s commencement of operations on October 29, 2021 through June 30, 2025, MMLC II has originated $1.3 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. MMLC II seeks to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche, including last-out portions of such loans, second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

“Unitranche” loans are first lien loans that may extend deeper in a borrwer’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in such loan. In a number of instances, MMLC II may find another lender to provide the “first out” portion of a unitranche loan while MMLC II retains the “last out” portion of such loan, in which case, the “first out” portion of the loan would generally receive priority with respect to payment of principal, interest and any other amounts due thereunder as compared to the “last out” portion that MMLC II would continue to hold. In exchange for the greater risk of loss, the “last out” portion generally earns a higher interest rate than the “first-out” portion of the loan. MMLC II uses the term “mezzanine” to refer to debt that ranks senior in right of payment only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. MMLC II may make multiple investments in the same portfolio company. MMLC II may also originate “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. Such covenant-lite loans may not include terms that allow the lender to monitor the performance of the borrower or to declare a default if certain criteria are breached. These flexible covenants (or the absence of covenants) could permit borrowers to experience a significant downturn in their results of operations without triggering any default that would permit holders of their debt (such as us) to accelerate indebtedness or negotiate terms and pricing. In the event of default, covenant-lite loans may recover less value than traditional loans as the lender may not have the opportunity to negotiate with the borrower prior to such default.

MMLC II invests primarily in U.S. middle-market companies, which MMLC II believes are underserved by traditional providers of capital such as banks and the public debt markets. In describing MMLC II’s business, MMLC II generally uses the term “middle-market companies” to refer to companies with between $5 million and $200 million annual earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”), excluding certain one-time and non-recurring items that are outside the operations of these companies. However, MMLC II may from time to time invest in larger or smaller companies. MMLC II generates revenues primarily through receipt of interest income from the investments it holds. In addition, MMLC II may generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. Fees received from portfolio companies (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) are paid to MMLC II, unless, to the extent required by applicable law or exemptive relief therefrom, MMLC II only receives its allocable portion of such fees when invested in the same portfolio company as another client account managed by GSAM. The companies in which MMLC II invests use MMLC II’s capital for a variety of purposes, including to support organic growth, fund acquisitions, make capital investments or refinance indebtedness.

Goldman Sachs Asset Management, L.P.

200 West Street

New York, NY 10282

(212) 902-5400

 

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GSAM serves as investment adviser to both GSCR and MMLC II and has been registered as an investment adviser with the U.S. Securities and Exchange Commission (“SEC”) since 1990. Subject to the supervision of the GSCR Board, which is comprised of a majority of Independent Directors (including an independent Chair), GSAM manages GSCR’s day-to-day operations and provides GSCR with investment advisory and management services and certain administrative services. Subject to the supervision of the MMLC II Board, which is comprised of a majority of Independent Directors (including an independent Chair), GSAM manages MMLC II’s day-to- day operations and provides MMLC II with investment advisory and management services and certain administrative services.

GSAM is an indirect, wholly-owned subsidiary of The Goldman Sachs Group, Inc. (“GS Group Inc.”), a bank holding company (“BHC”) and a financial holding company (“FHC”), and an affiliate of Goldman Sachs & Co. LLC (“GS & Co.”). Founded in 1869, Group, Inc. is a publicly-held financial holding company and a leading global investment banking, securities and investment management firm. As of June 30, 2025, GSAM, including its investment advisory affiliates, had assets under supervision of approximately $3.3 trillion.

Structure of the Merger

Pursuant to the terms of the Merger Agreement, at the Effective Time, MMLC II will merge with and into GSCR in accordance with the DGCL, with GSCR as the surviving entity in the Merger.

The Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference into this proxy statement. MMLC II encourages its stockholders to read the Merger Agreement carefully and in its entirety, as it is the principal legal document governing the Merger.

Merger Consideration

Pursuant to the Merger Agreement, at the Effective Time each outstanding share of MMLC II Common Stock, except for the Appraisal Shares and the Canceled Shares, will be automatically converted into the right to receive an amount per share of MMLC II Common Stock in cash, equal to the Per Share Cash Amount.

All shares of MMLC II Common Stock converted into the right to receive the Merger Consideration will no longer be outstanding and will be cancelled and will cease to exist as of the Effective Time, and each such share of MMLC II Common Stock will thereafter represent only the right to receive the Merger Consideration. Each share of GSCR Common Stock outstanding prior to the Merger will remain outstanding thereafter.

Price of Securities

MMLC II Common Stock is not listed on a national stock exchange.

The NAV per share of MMLC II Common Stock, as of June 30, 2025, is $19.07.

Risks Relating to the Merger

The Merger and the other transactions contemplated by the Merger Agreement are subject to, among others, the following risks. MMLC II stockholders should carefully consider these risks before deciding how to vote on the proposals to be voted on at their respective special meetings.

See the section captioned “Risk Factors—Risks Relating to the Merger” below for a more detailed discussion of these factors.

 

•

Because the NAV of the MMLC II Common Stock may fluctuate, MMLC II stockholders cannot be sure of the exact amount of the Merger Consideration they will receive until the Closing.

 

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•

The opinion delivered to the MMLC II Special Committee from its financial advisor will not reflect changes in circumstances between signing the Merger Agreement and the completion of the Merger.

 

•

If the Merger does not close, MMLC II will not benefit from the expenses incurred in its pursuit.

 

•

The termination of the Merger Agreement could negatively impact MMLC II.

 

•

The Merger Agreement limits the ability of MMLC II to pursue alternatives to the Merger.

 

•

The Merger is subject to closing conditions, including MMLC II stockholder approval, that, if not satisfied or (to the extent legally allowed) waived, will result in the Merger not being completed, which may result in material adverse consequences to MMLC II’s business and operations.

 

•

MMLC II and GSCR will be subject to operational uncertainties and contractual restrictions while the Merger is pending.

 

•

GSCR and MMLC II may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting stockholder approval.

 

•

MMLC II stockholders have appraisal rights in connection with the Merger.

 

•

The announcement and pendency of the Merger could adversely affect the business financial results and operations of GSCR and MMLC II.

 

•

Any litigation filed against GSCR and MMLC II in connection with the Merger could result in substantial costs and could delay or prevent the Merger from being completed.

Tax Consequences of the Merger

The receipt, in cash, of the Merger Consideration in exchange for MMLC II Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes.

If you are a U.S. Holder (as defined in the section entitled “Certain Material U.S. Federal Income Tax Consequences of the Merger”), you generally will recognize capital gain or loss in an amount equal to the difference, if any, between the aggregate amount of the Merger Consideration you receive in the Merger and your adjusted tax basis in MMLC II Common Stock converted into the Merger Consideration in the Merger. If you are a Non-U.S. Holder (as defined in the section entitled “Certain Material U.S. Federal Income Tax Consequences of the Mergers”), the receipt of the Merger Consideration in exchange for MMLC II Common Stock pursuant to the Merger will generally not be taxable to you for U.S. federal income tax purposes unless you have certain connections to the United States or MMLC II is or has been a USRPHC (as defined in the section entitled “Certain Material U.S. Federal Income Tax Consequences of the Merger”) and certain other conditions are met.

You should read the section in this Statement entitled “Certain Material U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of certain material U.S. federal income tax consequences of the Merger. You are also encouraged to consult your own tax advisors regarding the consequences of the Merger to you under U.S. federal, state, local and/or non-U.S. tax laws, in light of your particular circumstances.

Special Meeting of MMLC II Stockholders

MMLC II plans to hold the Special Meeting virtually on October 8, 2025, at 10:00 a.m., Eastern Time at www.virtualshareholdermeeting.com/MMLC2025SM. At the Special Meeting, holders of MMLC II Common Stock will be asked to approve the Merger Proposal.

A MMLC II stockholder can vote at the Special Meeting if such stockholder owned shares of MMLC II Common Stock at the close of business on the Record Date. As of that date, there were approximately 23,959,371 shares of MMLC II Common Stock outstanding and entitled to vote, approximately 56,962 of which, or less than 1.0%, were owned beneficially or of record by directors and executive officers of MMLC II.

 

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MMLC II Board Recommendation

The MMLC II Board, upon recommendation of the MMLC II Special Committee, has unanimously approved the Merger Agreement and directed that such matters be submitted to the stockholders of MMLC II for approval. The MMLC II Board, upon recommendation of the MMLC II Special Committee, unanimously recommends that MMLC II stockholders vote “FOR” the Merger Proposal.

Vote Required—The Merger Proposal

Each share of MMLC II Common Stock held by a holder of record as of the Record Date has one vote on each matter considered at the Special Meeting.

The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of all outstanding shares of MMLC II Common Stock entitled to vote.

Completion of the Merger

As more fully described in this proxy statement and in the Merger Agreement, the completion of the Merger depends on a number of conditions being satisfied or, where legally permissible, waived. For information on the conditions that must be satisfied or waived for the Merger to occur, see “Description of the Merger Agreement—Conditions to Closing the Merger.” While there can be no assurances as to the exact timing, or that the Merger will be completed at all, GSCR and MMLC II are working to complete the Merger in the fourth quarter of calendar year 2025. It is currently expected that the Merger will be completed promptly following receipt of the required stockholder approvals at the Special Meeting and satisfaction of the other closing conditions set forth in the Merger Agreement.

Termination of the Merger

The Merger Agreement contains certain termination rights for GSCR and MMLC II, each of which is discussed below in “Description of the Merger Agreement—Termination of the Merger Agreement.”

Reasons for the Recommendation of the Merger

The MMLC II Board consulted with MMLC II’s management, GSAM, as well as its legal and other advisors and considered numerous factors, including the unanimous recommendation of the MMLC II Special Committee, and determined that the Merger is in MMLC II’s best interests and the best interests of MMLC II’s stockholders, and that MMLC II stockholders will not suffer any dilution for purposes of Rule 17a-8 of the Investment Company Act as a result of the Merger.

Certain material factors considered by the MMLC II Board and the MMLC II Special Committee as a group that favored the conclusion of the MMLC II Board and the MMLC II Special Committee that the Merger is in MMLC II’s best interests and the best interests of MMLC II’s stockholders included, among others, that (not necessarily in order of relative importance):

 

•

the Merger Consideration provides immediate liquidity and certainty of value to MMLC II’s stockholders and the Merger Agreement is not contingent on GSCR obtaining financing to pay the Merger Consideration;

 

•

the Merger provides an efficient exit strategy for MMLC II in advance of the end of its investment period, which is March 24, 2026, subject to extension by the MMLC II Board for one additional twelve-month period, and, with the approval of MMLC II’s stockholders, for up to one additional year thereafter;

 

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•

the Merger avoids other exit alternatives that are not viable, less certain or less attractive to MMLC II stockholders; and

 

•

the opinion of Truist Securities, financial advisor to the MMLC II Special Committee (see “The Mergers—Opinion of the MMLC II Special Committee’s Financial Advisor”).

The foregoing list does not include all the factors that the MMLC II Board considered in approving the Merger and the Merger Agreement and in recommending that MMLC II’s stockholders adopt and approve the Merger and the Merger Agreement.

For a further discussion of the material factors considered by the MMLC II Board, see “The Mergers — Reasons for the Recommendation of the Merger.”

Opinion of the MMLC II Special Committee’s Financial Adviser

On July 11, 2025, Truist Securities, rendered its oral opinion to the MMLC II Special Committee (which was subsequently confirmed in writing by delivery of Truist Securities’ written opinion dated July 11, 2025) as to the fairness, from a financial point of view, to the holders of MMLC II Common Stock of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.

Truist Securities’ opinion was directed to the MMLC II Special Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of MMLC II Common Stock of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Truist Securities’ opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Truist Securities in preparing its opinion. However, neither Truist Securities’ written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement is intended to be, and they do not constitute, advice or a recommendation as to, or otherwise address, how the MMLC II Special Committee, the MMLC II Board, MMLC II, GSCR, GSAM, or any security holder of MMLC II, GSCR or GSAM should act or vote with respect to any matter relating to the Merger or otherwise.

MMLC II Stockholders Have Appraisal Rights

If the Merger is consummated, MMLC II stockholders (including beneficial owners of shares) who (1) do not vote in favor of the adoption of the Merger Proposal; (2) continuously hold their applicable shares of MMLC II Common Stock through the Effective Time; (3) properly demand appraisal of their shares; (4) meet certain statutory requirements; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares of MMLC II Common Stock in connection with the Merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that these persons will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of MMLC II Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the Merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving company of the Merger makes a voluntary cash payment to persons entitled to

 

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appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving company of the Merger is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the Merger Consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

Only a stockholder of record or a beneficial owner may submit a demand for appraisal. To exercise appraisal rights, such person must (1) submit a written demand for appraisal to MMLC II before the vote is taken on the Merger Proposal; (2) not vote in favor of the Merger Proposal; (3) continue to hold of record or own beneficially the subject shares of MMLC II Common Stock through the Effective Time; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings with respect of MMLC II unless certain conditions are satisfied by the persons seeking appraisal, as described further below. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL. Pursuant to Subsection (d)(1) of Section 262 of the DGCL, this proxy statement is to include either a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. You may find a copy of Section 262 of the DGCL attached as Annex C to this Statement. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated herein or therein by reference, and the actual text of Section 262 of the DGCL, the actual text of Section 262 of the DGCL controls. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to the record holder of shares as to which appraisal rights are asserted, unless otherwise expressly noted herein.

All references in Section 262 of the DGCL and in this summary “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, unless otherwise expressly noted.

For more information, please see “The Merger—Appraisal Rights.”

 

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RISK FACTORS

In addition to the other information included in this document, stockholders should carefully consider the matters described below as well as the risk factors described in MMLC II’s filings with the SEC in determining whether to approve the Merger Proposal. The risks set out below are not the only risks MMLC II faces. Additional risks and uncertainties not currently known to MMLC II or that MMLC II currently deems to be immaterial also may materially adversely affect MMLC II’s, business, financial condition or operating results. If any of the following events occur, MMLC II’s or, following the Merger, GSCR’s, business, financial condition or results of operations could be materially adversely affected. See also “Where You Can Find More Information.”

Risks Relating to the Merger

Because the NAV of the MMLC II Common Stock may fluctuate, MMLC II stockholders cannot be sure of the exact amount of the Merger Consideration they will receive until the Closing.

The exact amount of the Merger Consideration may vary from the NAV per share of the MMLC II Common Stock on the date the Merger was announced, on the date that this proxy statement was made available to stockholders, on the date of the Special Meeting, and on the date the Merger is completed. Any change in the NAV per share of MMLC II Common Stock prior to completion of the Merger will affect the amount of Merger Consideration that MMLC II stockholders will receive and that GSCR will pay upon completion of the Merger.

Accordingly, at the time of the Special Meeting, MMLC II stockholders will not know or be able to calculate the amount of Merger Consideration they would receive upon completion of the Merger. Neither MMLC II nor GSCR are permitted to terminate the Merger Agreement because of changes in the NAV per share of MMLC II Common Stock.

Changes in the NAV per share of MMLC II Common Stock may result from a variety of factors, including, among other things:

 

•

changes in the business, operations or prospects of MMLC II;

 

•

the financial condition of current or prospective portfolio companies of MMLC II; and

 

•

interest rates or general market or economic conditions.

See “Special Note Regarding Forward-Looking Statements” for other factors that could cause the NAV per share of MMLC II Common Stock to change. These factors are generally beyond the control of MMLC II.

The opinion delivered to the MMLC II Special Committee from its financial advisor will not reflect changes in circumstances between signing the Merger Agreement and the completion of the Merger.

The MMLC II Special Committee has not obtained an updated opinion as of the date of this proxy statement from the financial advisor to the MMLC II Special Committee, and does not anticipate obtaining an updated opinion prior to the Closing. Changes in the operations and prospects of GSCR or MMLC II, general market and economic conditions and other factors that may be beyond the control of MMLC II, and on which the financial advisor’s opinion was based, may significantly alter the NAV of MMLC II Common Stock by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because the MMLC II Special Committee does not currently anticipate asking its respective financial advisor to update its opinion, the opinion will not address the fairness from a financial point of view of the Merger Consideration at the time the Merger is completed. The recommendation of the MMLC II Board that MMLC II stockholders vote “FOR” approval of the matters described in this proxy statement are made as of the date of this proxy statement. For a description of the opinion that the MMLC II Special Committee received from the financial advisor to the MMLC II Special Committee, see “The Merger—Opinion of the Financial Advisor to the MMLC II Special Committee.”

 

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If the Merger does not close, MMLC II will not benefit from the expenses incurred in its pursuit.

The Merger may not be completed. If the Merger is not completed, MMLC II will have incurred substantial expenses for which no ultimate benefit will have been received. MMLC II has incurred out-of-pocket expenses in connection with the Merger for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Merger is not completed.

The termination of the Merger Agreement could negatively impact MMLC II.

If the Merger Agreement is terminated, there may be various consequences, including:

 

•

MMLC II’s business may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger;

 

•

MMLC II may not be able to find a party willing to pay an equivalent or more attractive price than the price GSCR agreed to pay in the Merger; and

 

•

If MMLC II is not able to effect an Exit Event (as defined below), it will be obligated to use its best efforts to wind down and/or liquidate and dissolve.

“Exit Event” means (i) any listing of the MMLC II Common Stock on a national securities exchange (a “listing”), including in connection with an initial public offering (“IPO”), (ii) merger with another entity, including an affiliated company, subject to any limitations under the Investment Company Act or (iii) the sale of all or substantially all of the assets of MMLC II (collectively, and together with a potential wind down and/or liquidiation and dissolution, the “Exit Alternatives”).

The Merger Agreement limits the ability of MMLC II to pursue alternatives to the Merger.

The Merger Agreement contains provisions that limit MMLC II’s ability to solicit, discuss, facilitate, commit to, respond to, or negotiate competing third party proposals to acquire all or a significant part of MMLC II.

These provisions, which are typical for transactions of this type, might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of MMLC II from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share price than that proposed in the Merger or might result in a potential competing acquiror proposing to pay a lower per share price to acquire MMLC II than it might otherwise have proposed to pay.

The Merger is subject to closing conditions, including MMLC II stockholder approval, that, if not satisfied or (to the extent legally allowed) waived, will result in the Merger not being completed, which may result in material adverse consequences to MMLC II’s business and operations.

The Merger is subject to closing conditions, including the approval of the Merger Proposal by MMLC II stockholders that, if not satisfied, will prevent the Merger from being completed. The closing condition that MMLC II stockholders approve the Merger Proposal may not be waived under applicable law and must be satisfied for the Merger to be completed. MMLC II currently expects that all directors and executive officers of MMLC II will vote their shares (if any) of MMLC II Common Stock in favor of the proposals presented at the Special Meeting. If MMLC II stockholders do not approve the Merger Proposal and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on MMLC II’s business and operations. In addition to the required approvals of MMLC II stockholders, the Merger is subject to a number of other conditions beyond MMLC II’s control that may prevent, delay or otherwise materially adversely affect its completion. MMLC II cannot predict whether and when these other conditions will be satisfied.

 

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MMLC II and GSCR will be subject to operational uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger may have an adverse effect on MMLC II and GSCR and, consequently, on the combined company following completion of the Merger. These uncertainties may cause those that deal with MMLC II and GSCR to seek to change their existing business relationships with MMLC II and GSCR, respectively. In addition, the Merger Agreement restricts MMLC II and GSCR from taking actions that they might otherwise consider to be in their best interests. These restrictions may prevent MMLC II and GSCR from pursuing certain business opportunities that may arise prior to the completion of the Merger. Please see the section entitled “Description of the Merger Agreement—Conduct of Business Pending Completion of the Merger” for a description of the restrictive covenants to which MMLC II and GSCR are subject.

GSCR and MMLC II may, to the extent legally allowed, waive one or more conditions to the Merger without resoliciting stockholder approval.

Certain conditions to GSCR’s and MMLC II’s obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of GSCR and MMLC II. In the event that any such waiver does not require resolicitation of stockholders, the parties to the Merger Agreement will have the discretion to complete the Merger without seeking further stockholder approval. The condition requiring the approval of MMLC II stockholders, however, cannot be waived.

MMLC II stockholders have appraisal rights in connection with the Merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. If the Merger Proposal is approved by MMLC II stockholders, MMLC II stockholders who do not vote in favor of the Merger Proposal and who properly demand payment of fair cash value of their shares of MMLC II Common Stock will be entitled to appraisal rights in connection with the acquisition under Section 262 of the DGCL. Neither MMLC II nor GSCR can predict the number of shares of MMLC II Common Stock that may constitute Appraisal Shares, the amount of cash that GSCR may be required to pay following the completion of the Merger with respect to the Appraisal Shares, or the expenses that GSCR may incur in connection with the appraisal process.

The announcement and pendency of the Merger could adversely affect the business financial results and operations of GSCR and MMLC II.

The announcement and pendency of the Merger could cause disruptions in and create uncertainty surrounding both GSCR’s and MMLC II’s businesses, including affecting relationships with existing and future borrowers, which could have a significant negative impact on future revenues and results of operations, regardless of whether the Merger is completed. In addition, GSCR and MMLC II have diverted, and will continue to divert, management resources towards the completion of the Merger, which could have a negative impact on each of GSCR’s and MMLC II’s future revenues and results of operations.

GSCR and MMLC II are also subject to restrictions on the conduct of each of GSCR’s and MMLC II’s businesses prior to the completion of the Merger as provided in the Merger Agreement, generally requiring GSCR and MMLC II to conduct business only in the ordinary course and subject to specific limitations, including, among other things, certain restrictions on each of GSCR’s and MMLC II’s respective ability to make certain investments and acquisitions, sell, transfer or dispose of GSCR’s and MMLC II’s respective assets, amend each of GSCR’s and MMLC II’s respective organizational documents and enter into or modify certain material contracts. These restrictions could prevent GSCR and MMLC II from pursuing otherwise attractive business opportunities, industry developments and future opportunities and may otherwise have a significant negative impact on the respective future investment income and results of operations of the combined company following the Merger.

 

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Any litigation filed against GSCR and MMLC II in connection with the Merger could result in substantial costs and could delay or prevent the Merger from being completed.

From time to time, GSCR and MMLC II may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the Merger. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on the liquidity and financial condition of the combined company following the Merger or could prevent the Merger from being completed.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains statements that constitute forward-looking statements, which relate to GSCR, MMLC II, or, following the Merger, the combined company, regarding future events or the future performance or future financial condition of GSCR, MMLC II or, following the Merger, the combined company. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about GSCR, MMLC II, or, following the Merger, the combined company, their industry and their respective beliefs and assumptions. The forward-looking statements contained in this proxy statement involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including:

 

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the ability of the parties to consummate the Merger described in this proxy statement on the expected timeline, or at all;

 

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the failure of the MMLC II stockholders to approve the Merger Proposal;

 

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the ability to realize the anticipated benefits of the proposed Merger;

 

•

the effects of disruption on the business of GSCR and MMLC II from the proposed Merger;

 

•

the combined company’s plans, expectations, objectives and intentions, as a result of the Merger;

 

•

any potential termination of the Merger Agreement or action of MMLC II stockholders with respect to any proposed transaction;

 

•

the pursuit by MMLC II of a liquidation or an alternative transaction upon the termination of the Merger Agreement;

 

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the possibility that competing offers or acquisition proposals will be made;

 

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the Merger Agreement’s limitation on the ability of MMLC II to pursue alternatives to the Merger;

 

•

the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived;

 

•

risks related to diverting management’s attention from ongoing business operations;

 

•

any operational uncertainties and contractual restrictions while the Merger is pending;

 

•

the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability;

 

•

changes in MMLC II’s NAV in the future;

 

•

MMLC II’s future operating results;

 

•

Disruptions in the capital markets, market conditions, and general economic uncertainty;

 

•

changes in political, economic, social or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effect of any pandemic or epidemic;

 

•

United States trade policy developments, tariffs and other trade restrictions;

 

•

uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, the war between Russia and Ukraine and conflict in the Middle East;

 

•

MMLC II’s business prospects and the prospects of its portfolio companies;

 

•

the impact of investments that GSCR and MMLC II expect to make;

 

•

the impact of increased competition;

 

•

GSCR’s and MMLC II’s contractual arrangements and relationships with third parties;

 

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the dependence of MMLC II’s future success on the general economy and its impact on the industries in which they invest;

 

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the ability of MMLC II’s portfolio companies to achieve their objectives;

 

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the relative and absolute performance of GSAM;

 

•

the use of borrowed money to finance a portion of MMLC II’s investments;

 

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MMLC II’s ability to make distributions;

 

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the adequacy of financing sources and working capital;

 

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changes in interest rates;

 

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the timing of cash flows, if any, from the operations of GSCR’s and MMLC II’s portfolio companies;

 

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the effect of changes in tax laws and regulations and interpretations thereof;

 

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MMLC II’s ability to qualify and maintain their respective qualifications as a RIC and as a BDC;

 

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actual and potential conflicts of interest with GSAM and its affiliates;

 

•

the ability of GSAM or its affiliates to attract and retain highly talented professionals;

 

•

the impact on GSCR’s and MMLC II’s business from new or amended legislation or regulations;

 

•

the availability of credit and/or GSCR’s and MMLC II’s ability to access the equity and capital markets;

 

•

currency fluctuations, particularly to the extent that GSCR and MMLC II receive payments denominated in foreign currency rather than U.S. dollars;

 

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the impact of changing inflation and interest rates and the risk of recession on GSCR’s and MMLC II’s portfolio companies;

 

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the effect of global climate change on GSCR’s and MMLC II’s portfolio companies;

 

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the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; and

 

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the increased public scrutiny of and regulation related to corporate social responsibility.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. The forward-looking statements contained in this proxy statement involve risks and uncertainties. Actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” and elsewhere in this proxy statement.

The forward-looking statements included in this proxy statement are based on information available on the date of this proxy statement. Actual results could differ materially from those anticipated in any forward-looking statements and future results could differ materially from historical performance. You are advised to consult any additional disclosures that MMLC II may make directly to you or through reports that MMLC II has filed or in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. This proxy statement contains statistics and other data that have been obtained from or compiled from information made available by third party service providers. MMLC II has not independently verified such statistics or data. The safe harbor provisions of Section 21E of the Exchange Act, which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this proxy statement, because MMLC II is an investment company.

 

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

The Special Meeting will be held virtually on October 8, 2025 at 10:00 a.m., Eastern Time. This proxy statement will be sent to MMLC II stockholders of record as of August 14, 2025 on or about August 28, 2025.

Purpose of the Special Meeting

At the Special Meeting, MMLC II stockholders will be asked to approve the Merger Proposal.

The MMLC II Board, upon recommendation of the MMLC II Special Committee, has unanimously approved the Merger Agreement, including the Merger and the related transactions, and directed that such matters be submitted to the stockholders of MMLC II for approval at the Special Meeting. The MMLC II Board, upon recommendation of the MMLC II Special Committee, unanimously recommends that MMLC II stockholders vote “FOR” the Merger Proposal.

Record Date

MMLC II stockholders may vote their shares at the Special Meeting only if they were a stockholder of record at the close of business on August 14, 2025. There were 23,959,371 shares of MMLC II Common Stock outstanding on the Record Date. Each share of MMLC II Common Stock is entitled to one vote.

Quorum and Adjournments

A quorum must be present at the Special Meeting for any business to be conducted. The presence at the Special Meeting, in person or by proxy, of the holders of a majority of the shares of MMLC II Common Stock entitled to vote at the Special Meeting will constitute a quorum. If a MMLC II stockholder holds shares in a “street name” through a broker, bank or other nominee and does not provide voting instructions to such broker, bank or other nominee with respect to the proposal to be considered at the MMLC II Special Meeting, such shares will not be treated as shares present for quorum purposes. If a beneficial owner provides voting instructions to its broker, bank or other nominee holding its shares of MMLC II Common Stock on its behalf with respect to the proposal to be considered at the Special Meeting, the shares of MMLC II Common Stock will be treated as present for quorum purposes.

If there does not appear to be enough votes for a quorum or to approve the proposals at the Special Meeting, the Special Meeting may be adjourned for such periods as the chairman of the Special Meeting or the holders of a majority of the shares of MMLC II Common Stock, present in person or represented by proxy and entitled to vote thereat, will direct from time to time without notice other than announcement at the Special Meeting. Caroline Kraus and Curtis Tate are the persons named as proxy and will vote proxies held by one of them for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.

Broker Non-Votes and Abstentions

Broker non-votes are described as votes cast by a broker or other nominee on behalf of a beneficial holder who does not provide explicit voting instructions to such broker or nominee and who does not attend the meeting. The Merger Proposal is a non-routine matter for MMLC II. As a result, no broker non-votes are expected. Abstentions will not count as affirmative votes cast and will therefore have the same effect as votes against the Merger Proposal.

 

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Vote Required

Each share of MMLC II Common Stock held by a holder of record as of the Record Date has one vote on each matter considered at the Special Meeting.

The Merger Proposal

The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of all outstanding shares of MMLC II Common Stock entitled to vote. As the Merger Proposal is a non-routine matter, no broker non-votes are expected. Abstentions will have the effect of a vote “against” the Merger Proposal. Proxies received will be voted “FOR” the Merger Proposal, unless MMLC II stockholders designate otherwise.

Voting of Management

On the Record Date, MMLC II’s officers and directors owned and were entitled to vote 56,962 shares of MMLC II Common Stock, representing less than 1.0% of the outstanding shares of MMLC II Common Stock on the Record Date. None of MMLC II’s officers or directors has entered into any voting agreement relating to the Merger.

Voting of Proxies

MMLC II encourages MMLC II stockholders to vote their shares, either by voting at the Special Meeting or by voting by proxy, which means that the MMLC II stockholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with the MMLC II stockholders’ instructions. If a MMLC II stockholder executes a proxy without specifying their voting instructions, such MMLC II stockholder’s shares will be voted in accordance with the MMLC II Board’s recommendation. If any other business is brought before the Special Meeting, a MMLC II stockholder’s shares will be voted at the MMLC II Board’s discretion unless the MMLC II stockholder specifically state otherwise on their proxy.

MMLC II stockholders may revoke a proxy at any time before it is exercised by notifying MMLC II’s Secretary in writing, by submitting a properly executed, later-dated proxy, or by voting at the MMLC II Special Meeting. Any MMLC II stockholder entitled to vote at the Special Meeting may attend the Special Meeting and vote, whether or not such MMLC II stockholder has previously voted his or her shares via proxy or wishes to change a previous vote.

A MMLC II stockholder may vote in person at the Special Meeting or by proxy in accordance with the instructions provided below. A MMLC II stockholder may also authorize a proxy by telephone or through the internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on the Merger Proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or internet link.

 

•

By Internet: www.proxyvote.com.

 

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By telephone: 1-800-690-6903 to reach a toll-free, automated touchtone voting line, or 1-833-215-7517 Monday through Friday 9:00 a.m. until 10:00 p.m. Eastern Time to reach a toll-free, live operator line.

 

•

By mail: You may vote by proxy by following the directions and indicating your instructions on the enclosed proxy card, dating and signing the proxy card, and promptly returning the proxy card in the envelope provided, which requires no postage if mailed in the United States. Please allow sufficient time for your proxy card to be received on or prior to 5:00 p.m., Eastern Time, on October 7, 2025.

Important notice regarding the availability of proxy materials for the Special Meeting. MMLC II’s proxy statement and the proxy card are available at www.proxyvote.com.

 

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Revocability of Proxies

Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. A revocation may be effected by resubmitting voting instructions via the internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received on or prior to 5:00 p.m., Eastern Time, on October 7, 2025, by attending the Special Meeting and voting, or by a notice, provided in writing and signed by the MMLC II stockholder, delivered to MMLC II’s Secretary on any business day before the date of the Special Meeting.

Solicitation of Proxies

MMLC II will bear the cost of preparing, printing and mailing this proxy statement and the applicable accompanying Notice of Special Meeting of Stockholders and proxy card. MMLC II intends to use the services of Broadridge to aid in the distribution and collection of proxies for an estimated fee of approximately $122,000. No additional compensation will be paid to directors, officers or regular employees for such services.

For more information regarding expenses related to the Merger, see “Questions and Answers about the Special Meeting and the Merger—Questions and Answers about the Merger—Who is responsible for paying the expenses relating to completing the Merger?”

Appraisal Rights

If the Merger is consummated, MMLC II stockholders (including beneficial owners of shares) who (1) do not vote in favor of the adoption of the Merger Proposal; (2) continuously hold their applicable shares of MMLC II Common Stock through the Effective Time; (3) properly demand appraisal of their shares; (4) meet certain statutory requirements; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares of MMLC II Common Stock in connection with the Merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that these persons will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of MMLC II Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the Merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving company of the Merger makes a voluntary cash payment to persons entitled to appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving company of the Merger is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the Merger Consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

Only a stockholder of record or a beneficial owner may submit a demand for appraisal. To exercise appraisal rights, such person must (1) submit a written demand for appraisal to MMLC II before the vote is taken

 

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on the Merger Proposal; (2) not vote in favor of the Merger Proposal; (3) continue to hold of record or own beneficially the subject shares of MMLC II Common Stock through the Effective Time; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings with respect of MMLC II unless certain conditions are satisfied by the persons seeking appraisal, as described further below. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL. Pursuant to Subsection (d)(1) of Section 262 of the DGCL, this proxy statement is to include either a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. You may find a copy of Section 262 of the DGCL attached as Annex C to this Statement. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated herein or therein by reference, and the actual text of Section 262 of the DGCL, the actual text of Section 262 of the DGCL controls. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to the record holder of shares as to which appraisal rights are asserted, unless otherwise expressly noted herein.

All references in Section 262 of the DGCL and in this summary “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, unless otherwise expressly noted.

For more information, please see “The Merger—Appraisal Rights.”

 

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THE MERGER

The discussion in this proxy statement, which includes the material terms of the Merger and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement, a copy of which is attached as Annex A to this proxy statement.

General Description of the Merger

Pursuant to the terms of the Merger Agreement, at the Effective Time, MMLC II will merge with and into GSCR in accordance with the DGCL, with GSCR as the surviving entity.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of MMLC II Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive, in cash, the Per Share Cash Amount.

Background of the Merger

In connection with MMLC II’s private placement of MMLC II Common Stock, MMLC II disclosed that it would continue to operate as a private reporting company until the consummation of an Exit Event. Furthermore, MMLC II disclosed that if MMLC II has not consummated an Exit Event by the end of its term on March 24, 2029, the MMLC II Board would meet to consider MMLC II’s potential wind down and/or liquidation and dissolution. In addition, MMLC II disclosed that its investment period, which commenced on October 4, 2021 (the “MMLC II Initial Closing Date”),will continue until March 24, 2026 unless extended by the MMLC II Board, in its discretion, for one additional twelve-month period, and, with the approval of MMLC II’s stockholders, for up to one additional year thereafter (such period, including any extensions, the “MMLC II Investment Period”), the MMLC II Board (to the extent consistent with its fiduciary duties and subject to any necessary stockholder approvals and applicable requirements of the Investment Company Act and the Code) would meet to consider MMLC II’s potential wind down and/or liquidation and dissolution.

The MMLC II Board regularly reviews the long-term strategic plan of MMLC II with the goal of maximizing stockholder value and determined to conduct such a review in connection with its obligation to determine whether to extend the MMLC II Investment Period in advance of its expiration. As part of that review and the MMLC II Board’s regular ongoing evaluation of business opportunities, from time-to-time the MMLC II Board has considered and engaged in discussions concerning possible Exit Alternatives and other strategic transactions that are available to MMLC II, including in advance of the expiration of the MMLC II Investment Period and the end of MMLC II’s term, such as mergers, acquisitions, joint ventures and other similar transactions.

During a GSCR Board meeting on February 12, 2025, the GSCR Board and the GSCR Independent Directors met to evaluate potential business opportunities and potential strategic transactions, including a discussion by GSCR’s management of a possible affiliated transaction with MMLC II. At such meeting, the GSCR Board determined to form the GSCR Special Committee comprised of certain GSCR Independent Directors in order to analyze and evaluate a potential merger. The GSCR Independent Directors also engaged BofA Securities, Inc. (“BofA Securities”) to advise the GSCR Independent Directors in a potential merger.

On May 5, 2025 and May 6, 2025, the MMLC II Board held a regularly scheduled in-person meeting at which management of MMLC II, in light of the anticipated expiration of MMLC II’s investment period, discussed business priorities and strategy for MMLC II. Representatives from Eversheds Sutherland (US) LLP (“Eversheds Sutherland”), legal counsel to the MMLC II Independent Directors and MMLC II, were present at the meeting and responded to questions raised by the directors. The MMLC II Independent Directors met in executive session with Eversheds Sutherland to discuss the various Exit Alternatives available to MMLC II, which included (i) any listing of MMLC II Common Stock on a national securities exchange, including in

 

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connection with an initial public offering, (ii) a merger with another entity, including an affiliated company, subject to any limitations under the Investment Company Act, (iii) the sale of all or substantially all of the assets of MMLC II or (iv) a wind down and/or liquidation and dissolution of MMLC II. Representatives of Eversheds Sutherlandas also discussed the potential timelines for and relevant regulatory considerations related to each Exit Alternative. In addition, representatives of Eversheds Sutherland reviewed with the MMLC II Independent Directors a presentation provided in advance of the meeting discussing the Exit Alternatives, certain of the fiduciary duties and statutory standards of conduct applicable to the MMLC II Independent Directors as directors, and considerations relating to forming a special committee to consider the possible Exit Alternatives available to MMLC II. At the conclusion of this presentation, the MMLC II Independent Directors resolved to establish the MMLC II Special Committee, comprised of certain of the MMLC II Independent Directors, for the purpose of analyzing and evaluating the Exit Alternatives.

The MMLC II Special Committee was authorized to determine the merits of the Exit Alternatives, which includes the authority to (1) review, evaluate, consider and monitor negotiations related to the terms and conditions of any Exit Alternative and any agreements or arrangements proposed to be entered into by MMLC II in connection with or relating to any Exit Alternative, including to determine whether any Exit Alternative is fair to and in the best interests of all of MMLC II’s stockholders; (2) review, evaluate, consider and negotiate on behalf of MMLC II the terms and conditions of any agreements or arrangements proposed to be entered into by MMLC II or the surviving entity following the transaction or any of their respective affiliates, on the one hand, and to take into account and evaluate any benefit to Goldman Sachs or any of its respective affiliates, on the other hand, in connection with or relating to any Exit Alternative; (3) recommend to the MMLC II Board what action, if any, should be taken by the MMLC II Board with respect to any Exit Alternative and any such agreements or arrangements proposed to be entered into in connection with or relating to any Exit Alternative; (4) hire any advisors that they deemed appropriate, including their own legal counsel and financial advisor; and (5) take such other actions as the MMLC II Special Committee may deem to be necessary or appropriate for the MMLC II Special Committee to discharge its duties. In addition, the MMLC II Special Committee has the authority to recommend or not to recommend to the MMLC II Board any such Exit Alternative, and to determine whether or not it is in the best interests of MMLC II and its stockholders that MMLC II proceed with any Exit Alternative.

Following the May 5, 2025 and May 6, 2025 MMLC II Board meeting, management of MMLC II, on behalf of the MMLC II Special Committee, engaged in discussions with various nationally recognized, reputable investment banks, including Truist Securities, regarding their interest in a potential engagement as a financial advisor to the MMLC II Special Committee in connection with its evaluation of MMLC II’s various Exit Alternatives. Subsequently, management of MMLC II provided to the MMLC II Special Committee the names of investment banks interested in a potential engagement as a financial advisor to the MMLC II Special Committee and the MMLC II Special Committee expressed its desire to interview certain of these investment banks.

Also on May 6, 2025, the GSCR Special Committee met in person with BofA Securities and representatives of Dechert LLP (“Dechert”), legal counsel to the GSCR Special Committee and GSCR. The meeting detailed the potential sources of consideration (i.e., cash vs. stock) and proposed pricing for the proposed transaction. Representatives of BofA Securities, Dechert and GSCR responded to questions regarding the form of consideration and the timing of approaching the MMLC II directors regarding a proposed transaction. Following discussion, the GSCR Special Committee determined to make an oral, non-binding proposal for an all-cash acquisition of MMLC II by GSCR for a price equal to MMLC II’s net asset value.

On May 22, 2025 and May 28, 2025, the MMLC II Special Committee had separate meetings via videoconference to interview Truist Securities and an additional investment bank, during which representatives of each investment bank reviewed information provided to the MMLC II Special Committee in advance about potentially acting as a financial advisor in connection with a strategic transaction. Representatives from each investment bank also reviewed information about the Exit Alternatives available to MMLC II, including a potential listing of the MMLC II Common Stock on a national securities exchange, a merger between MMLC II

 

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and an affiliate or non-affiliate, the sale of all or substantially all of the assets of MMLC II, and a future wind down and/or liquidation and dissolution. Representatives of Eversheds Sutherland and MMLC II also attended each meeting at the request of the MMLC II Special Committee.

Also on May 22, 2025, Truist Securities provided to GSAM a memorandum containing certain information concerning Truist Securities’ material relationships with MMLC II and certain of its affiliates.

On May 27, 2025, the GSCR Board met via videoconference with representatives of BofA Securities, GSAM and Dechert. Dechert reviewed the proposed terms of the Merger, including a description of the structure of the proposed transaction. Following the meeting of the GSCR Board the GSCR Special Committee conveyed a written proposal for the merger of MMLC II with and into GSCR to the MMLC II Special Committee in exchange for cash consideration; such proposal included proposed terms for such transaction.

On May 30, 2025, the MMLC II Special Committee met via videoconference with representatives of Eversheds Sutherland. At the meeting, representatives from Eversheds Sutherland reviewed materials provided to the MMLC II Special Committee in advance outlining the fiduciary duties of the MMLC II Independent Directors and related Investment Company Act considerations, including those related to Rule 17a-8 under the Investment Company Act in the case of an affiliated transaction, and other tax, regulatory and corporate matters. Also at the meeting, the MMLC II Special Committee considered the proposed engagement of one of the two investment banking firm candidates as its financial advisor. The MMLC II Special Committee evaluated, among other things, each investment bank’s qualifications, experience with transactions involving BDCs, and ability to provide high-quality financial advice and assistance, including assistance with the evaluation of the proposed merger of GSCR and MMLC II, and estimated fees to be charged in connection with a potential engagement. At the conclusion of such discussion, the MMLC II Special Committee authorized Eversheds Sutherland and the management of MMLC II to negotiate the engagement of Truist Securities as the financial advisor to the MMLC II Special Committee. Subsequently, Truist Securities provided a draft of a proposed engagement letter to Eversheds Sutherland and representatives of Eversheds Sutherland negotiated the terms of the engagement letter with Truist Securities. Truist Securities, management of MMLC II and representatives of Eversheds Sutherland agreed on a proposed final version of the engagement letter, which was shared with the MMLC II Special Committee.

On June 6, 2025, the MMLC II Special Committee met via videoconference with representatives of Eversheds Sutherland to review the engagement letter with Truist Securities and discuss related fees. Representatives of Eversheds Sutherland discussed the scope of legal due diligence information to be requested from GSAM by Eversheds Sutherland regarding GSCR. The MMLC II Special Committee also discussed the scope of information to be requested by Truist Securities, if engaged to be a financial advisor in connection with a potential transaction. At the conclusion of the meeting, the MMLC II Special Committee approved the engagement letter, engaged Truist Securities as its financial advisor and to provide an opinion to the MMLC II Special Committee as to the fairness from the financial point of view of the proposed consideration in any potential transaction, if requested, and requested that Eversheds Sutherland instruct Truist Securities to commence its review of information related to MMLC II and the proposed merger. The MMLC II Special Committee also requested that Eversheds Sutherland commence legal diligence related to the proposed merger of GSCR and MMLC II, which included a review of MMLC II’s and GSCR’s current credit facilities, material contracts and governing documents, and GSCR’s outstanding unsecured notes. Representatives of Eversheds Sutherland and Truist Securities subsequently commenced conversations with GSAM regarding diligence of GSCR.

On June 11, 2025, the MMLC II Special Committee met via videoconference to discuss potential Exit Alternatives, including the proposed merger of MMLC II with and into GSCR. Representatives of Truist Securities and Eversheds Sutherland were also present at the meeting. At the meeting, representatives of Truist Securities reviewed materials provided to the MMLC II Special Committee in advance that included information regarding various considerations related to the Exit Alternatives, including the proposed merger. Representatives

 

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of Truist Securities discussed the current macroeconomic backdrop as relevant to the MMLC II Special Committee’s consideration of Exit Alternatives and provided an overview of certain Exit Alternatives potentially available to MMLC II, including winding down over time, a listing, an affiliated merger (both cash or stock-for-stock) and a non-affiliated merger (both cash and stock-for-stock). Representatives of Truist Securities also discussed potential advantages and disadvantages of the Exit Alternatives, including costs, regulatory compliance considerations, risks (including execution risk), projected certainty, potential to achieve liquidity or effect a transaction at net asset value and other liquidity considerations, and compared the potential advantages and disadvantages of a cash merger and a stock-for-stock transaction. Representatives of Truist Securities also reviewed other information with respect to MMLC II, including MMLC II’s portfolio composition and performance, comparative data of other BDCs, including GSCR, and BDC performance across the sector. Representatives of Truist Securities also reviewed the terms of GSCR’s proposal for an affiliated merger and prior BDC affiliated merger transactions, as well as potential timing considerations for the proposed transaction. The MMLC II Special Committee then discussed with representatives of Truist Securities certain considerations and questions with respect to Exit Alternatives, including the proposed merger, related macroeconomic considerations, and the value of and degree of liquidity provided by each of the Exit Alternatives. The MMLC II Special Committee then met in executive session with representatives of Eversheds Sutherland to further discuss Truist Securities’ presentation and the Exit Alternatives, including the proposed merger and a potential wind down of MMLC II over time, and discussed advantages, disadvantages and timing considerations related to each, including considerations related to the end of the MMLC II Investment Period and the impacts of the end of this period on MMLC II and MMLC II stockholders. The MMLC II Special Committee had a lengthy discussion of the risks associated with a potential wind down of MMLC II over time, especially risks associated with portfolio company performance or the effects of economic volatility on MMLC II’s portfolio. The MMLC II Special Committee determined to continue discussions with Truist Securities regarding a potential cash merger transaction between MMLC II and GSCR or another entity.

Also on June 11, 2025, Truist Securities submitted a written information request to GSAM.

On June 17, 2025, the MMLC II Special Committee met via videoconference to continue to discuss a potential cash merger between MMLC II and another entity. Representatives of Truist Securities and Eversheds Sutherland were also present at the meeting. At the meeting, representatives of Truist Securities discussed materials provided to the MMLC II Special Committee in advance, which included information related to a cash merger transaction, other BDCs’, including GSCR’s, potential capacity to enter into such a transaction, and portfolio performance. Representatives from Truist Securities also discussed the terms of GSCR’s proposal for an affiliated merger. The MMLC II Special Committee then discussed with representatives of Truist Securities certain considerations and questions with respect to the proposed merger, including timing considerations. The MMLC II Special Committee discussed the risk of the changes in the performance of MMLC II’s portfolio in the event of economic downturn if MMLC II were to not enter into a strategic transaction at this time.The MMLC II Special Committee determined to continue discussions with Truist Securities regarding a potential cash merger transaction between MMLC II and GSCR and directed Truist Securities to communicate with BofA Securities, the financial advisor to the GSCR Special Committee, to discuss GSCR’s proposal for an affiliated merger transaction.

On June 19, 2025, the GSCR Special Committee met via videoconference with representatives of Dechert to discuss the timeline of the proposed merger.

On June 20, 2025, representatives of Dechert, on behalf of the GSCR Special Committee, submitted a written legal diligence request to GSAM for certain additional information to assist the GSCR Special Committee’s evaluation and consideration of the proposed merger (the “GSCR Diligence Request”). Among other things, the GSCR Diligence Request covered information related to MMLC II’s corporate governance, material contracts and current credit facilities.

 

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On June 23, 2025, the MMLC II Special Committee met via videoconference to continue to discuss a potential merger between MMLC II and GSCR. Representatives of Truist Securities and Eversheds Sutherland were also present at the meeting. At the meeting, representatives of Truist Securities provided an update regarding Truist Securities’ conversations with BofA Securities and Truist Securities’ ongoing review of information related to MMLC II. Representatives from Truist Securities also reviewed additional information requested by the Special Committee related to the potential capacity and willingness of BDCs other than GSCR to complete a cash merger transaction with MMLC II. The MMLC II Special Committee then discussed with representatives of Truist Securities certain considerations and questions with respect to the proposed merger, including additional timing considerations and considerations related to the current economic and geopolitical environment. The MMLC II Special Committee then determined that a strategic transaction with GSCR would be advantageous to MMLC II and its stockholders, especially compared to a transaction with alternative partners, and to continue to move forward with evaluating a strategic transaction with GSCR.

Also on June 23, 2025, representatives of Dechert, on behalf of the GSCR Special Committee, provided a draft of the Merger Agreement to GSAM and Eversheds Sutherland, on behalf of the MMLC II Special Committee. Subsequently, GSAM provided a copy of the draft Merger Agreement to Weil, Gotshal & Manges LLP (“Weil”), legal counsel to GSAM.

On June 24, 2025, the MMLC II Special Committee met via videoconference to continue to discuss a potential merger between MMLC II and GSCR. Representatives of Truist Securities and Eversheds Sutherland were also present at the meeting. At the meeting, representatives of Truist Securities provided an additional update regarding Truist Securities’ conversations with BofA Securities and Truist Securities’ ongoing review of information related to MMLC II. Representatives of Truist Securities also discussed the financial terms of the proposed merger between MMLC II and GSCR and prior BDC affiliated mergers and the MMLC II Special Committee discussed the possible timing and terms of a potential merger with representatives of Truist Securities and Eversheds Sutherland. The MMLC II Special Committee then discussed with representatives of Truist Securities certain considerations and questions with respect to the proposed merger, including a variety of risks related to the proposed merger, including those related to timing and economic considerations and conflicts of interest, and any benefits to GSAM that may result from the Merger. The MMLC II Special Committee also discussed conflicts of interest and any benefits to GSAM that may result from the Merger. The MMLC II Special Committee then directed Eversheds Sutherland to review the draft Merger Agreement and discuss the draft Merger Agreement and its terms with Dechert, on behalf of the GSCR Special Committee.

On June 25, 2025, representatives of Dechert and Eversheds Sutherland held a telephone call to discuss the draft Merger Agreement.

On June 26, 2025, representatives of Eversheds Sutherland provided a revised draft of the Merger Agreement to Dechert.

On June 30, 2025, representatives of Eversheds Sutherland, on behalf of the MMLC II Special Committee, submitted a written legal diligence request to GSAM for certain additional information to assist the MMLC II Special Committee’s evaluation and consideration of the proposed merger (the “MMLC II Diligence Request”). Among other things, the MMLC II Diligence Request covered information related to GSCR’s corporate governance, material contracts and current credit facilities.

On July 1, 2025, representatives of Dechert provided an updated draft of the Merger Agreement to GSAM and Eversheds Sutherland. Eversheds Sutherland provided such draft to the MMLC II Special Committee.

Also on July 1, 2025, the MMLC II Special Committee met via videoconference to continue to discuss a potential merger between MMLC II and GSCR. Representatives of Truist Securities and Eversheds Sutherland were also present at the meeting. At the meeting, representatives of Truist Securities provided an additional update regarding Truist Securities’ conversations with BofA Securities and reviewed with the MMLC II Special

 

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Committee forecasts provided by GSAM relating to MMLC II, which reflected a wind down of MMLC II over time, and forecasts prepared by GSAM of MMLC II’s NAV per share at the closing of a potential merger between MMLC II and GSCR. Truist Securities also discussed its preliminary financial analysis with respect to MMLC II and the proposed merger. Representatives of Truist Securities and Eversheds Sutherland also reviewed an illustrative timeline of the proposed merger and additional timing and structural considerations. The MMLC II Special Committee then discussed with representatives of Truist Securities and Eversheds Sutherland certain considerations and questions with respect to the proposed merger.

On July 2, 2025 and July 3, 2025, the MMLC II Special Committee met via videoconference with representatives of Eversheds Sutherland to continue to discuss a potential merger between MMLC II and GSCR. Representatives of Eversheds Sutherland discussed the financial terms of the draft Merger Agreement, including key terms related to proposed merger consideration and GSCR’s ability to pay the proposed merger consideration without the need to source additional financing. Representatives of Eversheds Sutherland also discussed key terms of the draft Merger Agreement related to termination, material adverse events, and superior proposals, and provisions of the draft Merger Agreement related to the ability of the MMLC II Board to terminate the proposed merger if failing to do so would be reasonably likely to be a breach of the fiduciary duties applicable to the directors of MMLC II under applicable law. At the meeting, representatives of Eversheds Sutherland also discussed that the proposed merger would be conditioned on the approval of the Merger Agreement by MMLC II’s stockholders and discussed the proposed terms in the Merger Agreement related to the payment of fees and expenses.

Also on July 2, 2025, representatives of Eversheds Sutherland provided a revised draft of the Merger Agreement to Dechert. Dechert provided such draft to the GSCR Special Committee. Representatives of Dechert and Eversheds Sutherland held various telephone calls to discuss the comments and revised draft.

On July 7, 2025, representatives of Dechert provided an updated draft of the Merger Agreement to GSAM and Eversheds Sutherland. Eversheds Sutherland provided such draft to the MMLC II Special Committee.

Also on July 7, 2025, the MMLC II Special Committee met via videoconference with representatives of Truist Securities and Eversheds Sutherland to continue to discuss a potential merger between MMLC II and GSCR. At the meeting, representatives of Truist Securities discussed the estimated NAV per share of MMLC II at the closing of a potential merger between MMLC II and GSCR as provided by GSAM, MMLC II’s NAV per share since its inception, and the dividends paid by MMLC II since its inception. Representatives of Eversheds Sutherland discussed the changes to the latest draft of the Merger Agreement, including changes related to the sharing of fees and expenses between GSCR and MMLC II, and representatives of Truist Securities and Eversheds Sutherland discussed possible timing of the proposed transaction. The MMLC II Special Committee then discussed with representatives of Truist Securities and Eversheds Sutherland certain considerations and questions with respect to the proposed merger.

Also on July 7, 2025, representatives of Eversheds Sutherland, Dechert and GSAM held a telephone call to review and complete the GSCR Diligence Request and MMLC II Diligence Request. Subsequent to this call, GSCR provided MMLC II with additional diligence materials as requested.

On July 8, 2025, the MMLC II Special Committee met via videoconference with representatives of Truist Securities and Eversheds Sutherland to continue to discuss a potential merger between MMLC II and GSCR. At the meeting, representatives of Truist Securities provided an update on various calls held between Truist Securities and GSAM and reviewed certain of MMLC II’s portfolio company investments. Representatives of Eversheds Sutherland provided a summary of the call held the previous day to review the GSCR Diligence Request and MMLC II Diligence Request and reviewed the terms included in the latest draft of the Merger Agreement related to directors’ and officers’ insurance.

Also on July 8, 2025, representatives of Dechert and Eversheds Sutherland held various telephone calls to discuss the Merger Agreement and additional diligence materials. Eversheds Sutherland subsequently provided

 

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an updated draft of the Merger Agreement to Dechert and Dechert provided such draft to the GSCR Special Committee.

On July 9, 2025, representatives of Dechert provided an updated draft of the Merger Agreement to GSAM and Eversheds Sutherland. From July 9, 2025 to July 11, 2025, representatives of Eversheds Sutherland, Dechert and Weil continued to revise the Merger Agreement, a substantially final draft of which was circulated to all of the members of the MMLC II Special Committee, MMLC II Board, GSCR Special Committee and GSCR Board in advance of the meetings on July 11, 2025.

Also on July 9, 2025, Truist Securities provided to Eversheds Sutherland an updated memorandum containing certain information concerning Truist Securities’ material relationships with MMLC II and certain of its affiliates.

On July 10, 2025, the MMLC II Special Committee met via videoconference with representatives of Truist Securities and Eversheds Sutherland to continue to discuss the potential merger between MMLC II and GSCR. At the meeting, representatives of Truist Securities reviewed with the MMLC II Special Committee its preliminary financial analyses with respect to MMLC II and the proposed merger. Representatives of Eversheds Sutherland provided additional insight and discussed the draft proxy statement with the MMLC II Special Committee. The MMLC II Special Committee then discussed with representatives of Truist Securities and Eversheds Sutherland certain considerations and questions with respect to the proposed merger, Truist Securities’ preliminary financial analysis and the draft proxy statement.

On July 11, 2025, the GSCR Special Committee and the GSCR Board each held meetings where, in consultation with their legal and financial advisors, each considered, and proceeded unanimously to pass, resolutions determining that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (i) are fair to and in the best interests of GSCR and (ii) will not dilute the interests of GSCR’s existing shareholders (as provided under Rule 17a-8 of the Investment Company Act).

Also on July 11, 2025, the MMLC II Special Committee and the MMLC II Board each held a meeting. Representatives from GSAM and Eversheds Sutherland were also in attendance and, at the request of the MMLC II Special Committee, representatives from Truist Securities attended a portion of the MMLC II Board meeting at which all the members of the MMLC II Special Committee were present. At the meetings, representatives from Eversheds Sutherland, in its role as counsel to the MMLC II Independent Directors and MMLC II, reviewed with the MMLC II Independent Directors the proposed final draft of the Merger Agreement, which had been circulated prior to the meeting, as well as its material terms, including those related to the consideration that MMLC II’s stockholders would be entitled to receive, and also reviewed the fiduciary duties of the MMLC II Independent Directors and related Investment Company Act considerations, including those related to Rule 17a-8, and other tax, regulatory and corporate matters.

At the MMLC II Board meeting, at the request of the MMLC II Special Committee, Truist Securities reviewed with the MMLC II Board and the MMLC II Special Committee its financial analysis of MMLC II and the Merger and delivered to the MMLC II Special Committee an oral opinion, which was confirmed by delivery of a written opinion dated July 11, 2025, to the effect that, as of that date and based on and subject to various assumptions, qualifications and limitations and other matters set forth in its opinion, the Merger Consideration to be received by the holders of MMLC II Common Stock in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For more information regarding Truist Securities’ opinion, see the section entitled“—Opinion of the MMLC II Special Committee’s Financial Advisor.”

Following a discussion of the foregoing matters and the other matters presented, the MMLC II Special Committee, after meeting in executive session with representatives from Eversheds Sutherland, determined that the Merger Agreement and the Merger are advisable and in the best interests of MMLC II and MMLC II’s stockholders and recommended the Merger to the MMLC II Board. Thereafter, based in part upon the unanimous

 

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recommendations of the MMLC II Special Committee, the MMLC II Board, including the MMLC II Independent Directors, unanimously (1) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (i) are advisable, fair to and in the best interests of MMLC II and MMLC II’s stockholders, and (ii) will not dilute the interests of MMLC II’s existing shareholders (as provided under Rule 17a-8 of the Investment Company Act), and (2) approved and adopted the Merger Agreement. The MMLC II Board, including the MMLC II Independent Directors, also unanimously authorized convening the Special Meeting, directed that the Merger Proposal be submitted to MMLC II stockholders for approval and recommended that MMLC II’s stockholders vote to approve the Merger Proposal.

Also on July 11, 2025, following the meetings of the GSCR Special Committee, GSCR Board, MMLC II Special Committee and MMLC II Board, GSCR, MMLC II and GSAM executed and delivered the Merger Agreement.

Reasons for the Recommendation of the Merger

At various meetings held in-person and via videoconference, the MMLC II Board and the MMLC II Special Committee considered strategic transaction alternatives for MMLC II, including the Exit Alternatives. The MMLC II Special Committee sought to complete a careful, methodical process to evaluate the potential Exit Alternatives, by evaluating, among other things, (a) the value created through each Exit Alternative and (b) the degree of liquidity provided by each Exit Alternative in order to make an overall assessment of the value to MMLC II stockholders of each Exit Alternative considered. In connection with its consideration of the Merger, the MMLC II Special Committee requested and GSAM provided information regarding the proposed Merger, GSCR, and the anticipated effects of the Merger on MMLC II and its stockholders. Over the course of its review of the materials and information provided and its consideration of the Merger, the MMLC II Special Committee consulted with MMLC II’s legal and financial advisors, as well as MMLC II’s management and GSAM. In addition, the MMLC II Special Committee was advised by Eversheds Sutherland, their independent legal counsel under the Investment Company Act, and Truist Securities, its financial advisor. The MMLC II Special Committee considered the nature and adequacy of the information provided, including the terms of the Merger Agreement, the conflicts of interest presented by the transactions provided for in the Merger Agreement, and the Special Committee members’ duties and statutory standards of conduct under state and federal law, in recommending the Merger to the MMLC II Board for approval. The MMLC II Special Committee and the MMLC II Board considered numerous factors, including the ones described below, in connection with its consideration and approval of the Merger. On July 11, 2025, the MMLC II Special Committee determined and recommended that the MMLC II Board determine (i) that the Merger is advisable and fair to and in the best interests of MMLC II and its stockholders; and (ii) that the interests of MMLC II’s existing stockholders would not be diluted as a result of the Merger. Later on July 11, 2025, the MMLC II Board unanimously determined (i) that the Merger is advisable and fair to and in the best interests of MMLC II and its stockholders; and (ii) that the interests of MMLC II’s existing stockholders would not be diluted as a result of the Merger.

In considering the Merger, the MMLC II Board, with the participation throughout of the MMLC II Independent Directors, including the members of the MMLC II Special Committee, reviewed the ability of GSCR to fund payment of the Merger Consideration. In addition, the MMLC II Board, including the members of the MMLC II Special Committee, reviewed comprehensive information regarding the anticipated benefits and possible risks to MMLC II as a result of the Merger.

The MMLC II Board and the MMLC II Special Committee weighed various benefits and risks in considering the Merger. Some of the material factors considered by the MMLC II Board, including the MMLC II Independent Directors, with respect to the Merger, that assisted it in concluding that the Merger is in the best interests of MMLC II and its stockholders included, among others (not necessarily in order of relative importance):

 

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Financial Terms of the Merger Agreement. The MMLC II Board and the MMLC II Special Committee considered the financial terms of the Merger Agreement, including that each share of MMLC II

 

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Common Stock issued and outstanding at the Effective Time will receive an amount of cash equal to the Per Share Cash Amount, which provides immediate liquidity and certainty of value to the MMLC II stockholders, and that the Merger Agreement is not contingent on GSCR obtaining financing to pay the Merger Consideration.

 

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Exit Alternatives. The MMLC II Board and MMLC II Special Committee considered that the Merger provides an efficient exit strategy for MMLC II, in advance of the end of its investment period, which is March 24, 2026, subject to extension by the MMLC II Board for one additional twelve-month period, and, with the approval of MMLC II’s stockholders, for up to one additional year thereafter. The MMLC II Board and MMLC II Special Committee considered the results of the thorough review of Exit Alternatives, including that the liquidation of MMLC II, which due to the illiquid nature of MMLC II’s assets as well as fixed costs associated with regulatory compliance as a BDC, would be costly and time-consuming, and the impact of the current economic environment on the Exit Alternatives.

 

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Terms of the Merger Agreement. The MMLC II Board and MMLC II Special Committee considered the terms and conditions of the Merger Agreement and the course of negotiations thereof, including that the Merger is conditioned upon approval of MMLC II stockholders. The MMLC II Board also considered that the Merger Agreement permits, subject to certain customary conditions, MMLC II to evaluate and receive certain superior proposals at any time prior to obtaining the requisite MMLC II stockholder approval.

 

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Opinion of Financial Advisor. The MMLC II Special Committee considered the opinion, dated July 11, 2025, of Truist Securities to the MMLC II Special Committee to the effect that as of the date of such opinion and based upon and subject to the various assumptions, limitations, qualifications and other matters set forth therein, the Merger Consideration to be received by the holders of MMLC II Common Stock in the Merger pursuant to the Merger Agreement was fair from a financial point of view, to such holders. Notwithstanding that the opinion was rendered to the MMLC II Special Committee, the MMLC II Board considered the fact that the MMLC II Special Committee received the opinion. For more information regarding the opinion, see the section entitled “— Opinion of the MMLC II Special Committee’s Financial Advisor.”

In the course of its deliberations, the MMLC II Board and the MMLC II Special Committee also considered a variety of risks and other potentially negative factors, including among others, the following (which are not necessarily in any relative order of importance):

 

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Failure to Close. It is possible that the Merger may not be completed or that completion may be unduly delayed for reasons beyond the control of MMLC II or GSCR.

 

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Management Diversion. It is possible that the attention of management may be diverted during the period prior to completion of the Merger, which may adversely affect MMLC II’s business.

 

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Conflicts of Interest. The existing relationship between GSCR and MMLC II, each of which are advised by GSAM, and the potential conflicts of interest in connection with the Merger.

 

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Restrictions on Conduct of Business. The restrictions on the conduct of MMLC II’s business prior to completion of the Merger, requiring MMLC II to conduct its business only in the ordinary course of business in all material respects, subject to specific limitations, could delay or prevent MMLC II from undertaking business opportunities that may arise pending completion of the Merger.

 

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Restrictions on Superior Proposals. The Merger Agreement includes restrictions on the ability of MMLC II to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions (as more fully described in the section entitled “Description of the Merger Agreement — Additional Agreements” beginning on page 55), which could have the effect of discouraging such proposals from being made or pursued.

 

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•

Expenses Associated with the Merger. In general, MMLC II will be responsible for the expenses incurred by MMLC II in connection with the Merger and the completion of the transactions contemplated by the Merger Agreement, whether or not the Merger is consummated.

 

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Tax Consequences. As a result of the all-cash Merger Consideration, the Merger is generally expected to be a taxable transaction to MMLC II’s stockholders for U.S. federal income tax purposes.

 

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Other Risks. There are various other risks associated with the Merger described in the section entitled “Risk Factors” beginning on page 17 and in the section entitled “Special Note Regarding Forward-Looking Statements” beginning on page 21.

This discussion of the information and factors that the MMLC II Board and the MMLC II Special Committee considered in making its decision is not intended to be exhaustive, but includes the material factors considered by the MMLC II Board and the MMLC II Special Committee. Because of the wide variety of factors considered in connection with its evaluation of the Merger and Merger Agreement and the complexity of those matters, the MMLC II Board and the MMLC II Special Committee did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the MMLC II Board may have given different weights to different factors.

The MMLC II Special Committee consulted with Truist Securities, as its financial advisor, in evaluating the financial terms of the Merger. In addition, the MMLC II Board relied on its legal advisors for legal analysis in connection with the Merger.

The MMLC II Board and the MMLC II Special Committee considered all of these factors and others as a whole and, on balance, determined the Merger to be in the best interests of MMLC II and MMLC II’s stockholders and unanimously approved the Merger and the Merger Agreement.

MMLC II Board Recommendation

The MMLC II Board, upon recommendation of the MMLC II Special Committee, has unanimously approved the Merger Agreement, including the Merger and the related transactions, and directed that such matters be submitted to the stockholders of MMLC II for approval at the Special Meeting. The MMLC II Board, upon recommendation of the MMLC II Special Committee, unanimously recommends that MMLC II stockholders vote “FOR” the Merger Proposal.

Opinion of the MMLC II Special Committee’s Financial Advisor

On July 11, 2025, Truist Securities rendered its oral opinion to the MMLC II Special Committee (which was subsequently confirmed in writing by delivery of Truist Securities’ written opinion dated July 11, 2025) as to the fairness, from a financial point of view, to the holders of MMLC II Common Stock of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.

Truist Securities’ opinion was directed to the MMLC II Special Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of MMLC II Common Stock of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of Truist Securities’ opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Truist Securities in preparing its opinion. However, neither Truist Securities’ written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement is intended to be, and they do not constitute, advice or a recommendation as to, or otherwise address, how

 

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the MMLC II Special Committee, the MMLC II Board, MMLC II, GSCR, GSAM, or any security holder of MMLC II, GSCR or GSAM should act or vote with respect to any matter relating to the Merger or otherwise.

In connection with its opinion, Truist Securities conducted such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Truist Securities:

 

•

reviewed a draft, received by Truist Securities on July 10, 2025, of the Merger Agreement;

 

•

reviewed certain publicly available business and financial information relating to MMLC II;

 

•

reviewed certain other information relating to the historical, current and future business, financial condition, results of operations and prospects of MMLC II made available to Truist Securities by GSAM, including (a) projections with respect to the future financial performance of MMLC II prepared and provided to Truist Securities by the management of GSAM (the “MMLC II Projections”) and (b) projections of the NAV per share, as adjusted for transaction expenses, of MMLC II, as well as the Merger Consideration resulting therefrom, as of the effective time of the Merger, prepared and provided to Truist Securities by the management of GSAM (the “NAV Projections”);

 

•

reviewed the financial and operating performance of MMLC II as compared to that of companies with publicly traded equity securities that Truist Securities deemed relevant;

 

•

reviewed the publicly available financial terms of certain transactions that Truist Securities deemed relevant;

 

•

had discussions with certain members of the management of GSAM and with certain of its representatives regarding the business, financial condition, results of operations and prospects of MMLC II and the Merger; and

 

•

undertook such other studies, analyses and investigations as Truist Securities deemed appropriate.

Truist Securities relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. Truist Securities’ role in reviewing such data, material and other information was limited solely to performing such review as Truist Securities deemed necessary and appropriate to support its opinion and such review was not conducted on behalf of the MMLC II Special Committee, the MMLC II Board, MMLC II, GSAM or any other person. In addition, management of GSAM advised Truist Securities, and Truist Securities assumed, that (i) the MMLC II Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of MMLC II, and (ii) the NAV Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the NAV per share of MMLC II, adjusted for transaction expenses, as well as the Merger Consideration resulting therefrom, as of the effective time of the Merger. At the MMLC II Special Committee’s direction, Truist Securities assumed that the MMLC II Projections and the NAV Projections provided a reasonable basis on which to evaluate MMLC II and the Merger, and at the MMLC II Special Committee’s direction, Truist Securities used and relied upon the MMLC II Projections and the NAV Projections for purposes of its analyses and opinion. Truist Securities expressed no view or opinion with respect to the MMLC II Projections, the NAV Projections or the respective assumptions on which they were based. Truist Securities further relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of MMLC II since the dates of the information, financial or otherwise, provided to Truist Securities and that there was no information or any facts that would make any of the information discussed with or reviewed by Truist Securities incomplete or misleading.

Truist Securities also relied upon and assumed without independent verification that (a) the representations and warranties of all parties to the Merger Agreement and all of the documents and agreements referred to

 

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therein were true and correct; (b) each party to the Merger Agreement and all of the documents and agreements referred to therein would fully and timely perform all of the covenants and agreements required to be performed by such party under the Merger Agreement, and such other documents and agreements, as applicable; (c) the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any term, condition or agreement therein; and (d) in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on MMLC II. Truist Securities also assumed that the Merger Agreement, when executed by the parties thereto, would conform to the draft reviewed by Truist Securities in all respects material to its analyses and opinion.

Furthermore, in connection with its opinion, Truist Securities was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) relating to MMLC II or any other party to the Merger. Truist Securities did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities to which MMLC II or GSCR was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which MMLC II or GSCR was or may have been a party or was or may have been subject. Truist Securities did not express any opinion as to the price or range of prices at which MMLC II Common Stock could be purchased or sold at any time.

Truist Securities was not requested to, and did not solicit any indications of interest from third parties with respect to any alternatives to the Merger. Truist Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions as in effect on, and the information made available to Truist Securities as of, the date of its opinion. Truist Securities has no obligation to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring or information that otherwise comes to its attention after the date of its opinion.

Truist Securities’ opinion only addressed the fairness, from a financial point of view, to the holders of MMLC II Common Stock of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspects or implications of the Merger or any agreement, arrangement or understanding entered into in connection therewith or otherwise. Truist Securities was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the MMLC II Special Committee, the MMLC II Board, MMLC II , GSCR, GSAM or any other party to proceed with or effect the Merger; (ii) the form, structure or any other portion or aspect of the Merger; (iii) the fairness of any portion or aspect of the Merger to the holders of any class of securities, creditors or other constituencies of MMLC II, GSCR, GSAM or any other party (other than the holders of MMLC II Common Stock in the manner set forth therein); (iv) the relative merits of the Merger as compared to any alternative business strategies that might have existed for MMLC II, GSCR, GSAM or any other party or the effect of any other transaction in which MMLC II, GSCR , GSAM or any other party might have engaged; (v) whether or not MMLC II, GSCR, GSAM or any other party was receiving or paying reasonably equivalent value in the Merger; (vi) the fairness of any portion or aspect of the Merger to any one class or group of MMLC II’s, GSCR’s, GSAM’s or any other party’s security holders or other constituents vis-à-vis any other class or group of MMLC II’s, GSCR’s, GSAM’s or such other party’s security holders or other constituents or the fairness of the allocation of any consideration amongst or within classes or groups of security holders or other constituents; (vii) the solvency, creditworthiness or fair value of MMLC II, GSCR, GSAM or any other participant in the Merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters; or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation or consideration payable to, or received by, any advisors, managers, officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the Merger Consideration or otherwise. In addition, Truist Securities did not provide any opinion, counsel or interpretation regarding matters requiring legal, regulatory, accounting, insurance, tax, executive compensation, environmental or other similar professional advice. Truist Securities assumed that such

 

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opinions, counsel or interpretations had been or would be obtained from appropriate professional sources. Furthermore, Truist Securities relied, with the MMLC II Special Committee’s consent, on the assessments by the MMLC II Special Committee, the MMLC II Board, MMLC II, GSCR, GSAM and their respective advisors as to all legal, regulatory, accounting, insurance, tax, executive compensation, environmental matters and other matters with respect to MMLC II, GSCR and the Merger.

Truist Securities’ opinion was furnished for the use of the MMLC II Special Committee (in its capacity as such) in connection with its evaluation of the Merger and may not be used for any other purpose without Truist Securities’ prior written consent. Truist Securities’ opinion is not intended to be, and does not constitute, a recommendation to the MMLC II Special Committee, the MMLC II Board, MMLC II, GSCR, GSAM, any security holder of MMLC II, GSCR or GSAM, or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise.

In performing its analyses, Truist Securities considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Truist Securities’ analyses for comparative purposes is identical to MMLC II or the Merger. The implied valuation reference ranges indicated by Truist Securities’ analyses are illustrative and not necessarily indicative of actual values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of MMLC II and Truist Securities. Much of the information used in, and accordingly the results of, Truist Securities’ analyses are inherently subject to substantial uncertainty.

Truist Securities’ opinion and analyses were provided to the MMLC II Special Committee in connection with its evaluation of the proposed Merger and were among many factors considered by the MMLC II Special Committee in evaluating the proposed Merger. Neither Truist Securities’ opinion nor its analyses were determinative of the Merger Consideration or of the views of the MMLC II Special Committee with respect to the proposed Merger.

The following is a summary of the material financial analyses performed by Truist Securities in connection with its opinion rendered to the MMLC II Special Committee on July 11, 2025 (which was subsequently confirmed in writing by delivery of Truist Securities’ written opinion dated July 11, 2025). The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Truist Securities’ analyses.

For purposes of its analyses, Truist Securities reviewed a number of financial metrics, including:

 

•

Net Investment Income Per Share — generally, the amount of the relevant company’s income received from investment assets minus associated investment expenses for a specified period, divided by the number of shares outstanding of such company.

 

•

Dividends Per Share — generally, the amount of the relevant company’s projected cash distributions for a specified period, divided by the number of shares outstanding of such company.

 

•

NAV Per Share — generally, the total value of all assets, less any liabilities, of the relevant company, divided by the number of shares outstanding of such company as of a specified date.

Selected Companies Analysis

Truist Securities considered certain financial data for selected companies with publicly traded equity securities Truist Securities deemed relevant.

 

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Unless the context indicates otherwise (i) share prices for the selected companies listed below were based on the market price of the common stock of such companies as of July 8, 2025, (ii) NAVs for the selected companies listed below were as of March 31, 2025, (iii) the estimate of NAV for MMLC II was based on the NAV Projections, (iv) the estimates of the future financial performance of MMLC II was based on the MMLC II Projections, and (v) the estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

The financial data reviewed included:

 

•

Share price as a multiple of Net Asset Value Per Share;

 

•

Estimated Dividends Per Share for the calendar year ending December 31, 2026, divided by share price, or “2026E Dividend Yield”; and

 

•

Share price as a multiple of estimated Net Investment Income Per Share for the calendar year ending December 31, 2026, or “2026E Net Investment Income.”

The selected companies and resulting high, low, mean and median financial data were:

 

•

Goldman Sachs BDC

 

•

Oaktree Specialty Lending Corp

 

•

MidCap Financial Investment Corp

 

•

New Mountain Finance Corp

 

•

Kayne Anderson BDC

 

•

PennantPark Floating Rate Capital

 

•

Carlyle Secured Lending

 

•

Barings BDC

 

•

Bain Capital Specialty Finance

 

•

SLR Investment Corp

 

•

Nuveen Churchill Direct Lending

 

•

BlackRock TCP Capital Corp

 

•

CION Investment Corp

 

•

Palmer Square Capital BDC

 

Share Price / Net Asset Value Per Share

2026E Dividend Yield

Share Price / 2026E Net Investment Income

High

0.95x

14.8

%

10.0x

Low

0.68x

9.9

%

7.1x

Mean

0.86x

11.5

%

8.8x

Median

0.86x

11.5

%

8.8x

Taking into account the results of the selected companies analysis, Truist Securities applied selected ranges of 0.85x to 0.95x to MMLC II’s projected NAV per share as of September 30, 2025 included in the NAV Projections, 10.0% to 12.0% to MMLC II’s 2026E dividends per share, and 8.5x to 10.0x to MMLC II’s 2026E Net Investment Income per share.

 

40

The selected companies analysis indicated implied value reference ranges of $16.28 to $18.20 per share of MMLC II Common Stock based on estimated NAV per share, $15.25 to $18.30 per share of MMLC II Common Stock based on 2026E Dividend Yield and $15.55 to $18.30 per share of MMLC II Common Stock based on 2026E Net Investment Income per share, in each case as compared to the projected merger consideration of $18.99 per share of MMLC II Common Stock included in the NAV Projections prepared and provided to Truist Securities by the management of GSAM.

Selected Transactions Analysis

Truist Securities considered certain financial data for certain transactions involving target companies that Truist Securities deemed relevant. NAVs for the companies involved in the selected transactions were as of the end of the most recent calendar quarter available at announcement. The financial data reviewed included share price as a multiple of NAV Per Share, and the selected transactions and the resulting high, low, mean and median financial data were:

 

Acquirer / Target		Announce Date		Close Date
Carlyle Secured Lending / Carlyle Secured Lending III		August 5, 2024		March 27, 2025
Blue Owl Tech. Finance Corp. / Blue Owl Tech. Finance Corp. II		November 13, 2024		March 24, 2025
Blue Owl Capital Corp. / Blue Owl Capital Corp. III		August 7, 2024		January 13, 2025
North Haven Private Income Fund / SL Investment Corp.		May 28, 2024		July 15, 2024
Golub Capital BDC / Golub Capital BDC 3		January 17, 2024		June 3, 2024
BlackRock TCP Capital Corp, / BlackRock Capital Investment Corp.		September 6, 2023		March 18, 2024
Franklin BSP Capital Corp. / Franklin BSP Lending Corp.		October 6, 2023		January 24, 2024
Oaktree Specialty Lending / Oaktree Strategic Income II		September 15, 2022		January 23, 2023
SLR Investment Corp. / SLR Senior Investment Corp.		December 1, 2021		April 1, 2022
Barings BDC / Sierra Income Corp.		September 21, 2021		February 25, 2022
FS KKR Capital Corp. / FS KKR Capital Corp. II		November 24, 2020		June 16, 2021
Goldman Sachs BDC / Middle Market Lending Corp.		June 11, 2020		October 12, 2020
Corporate Capital Trust II / FS Investment Corp II, III, IV		June 3, 2019		December 18, 2019
Golub Capital BDC / Golub Capital Investment Corp.		November 28, 2018		September 16, 2019
FS Investment Corp. / Corporate Capital Trust		July 23, 2018		December 19, 2018

 

		Share Price /Net Asset Value Per Share
High			1.17x
Low			0.71x
Mean			0.98x
Median			1.00x

Taking into account the results of the selected transactions analysis, Truist Securities applied a selected range of 0.85x to 1.15x to MMLC II’s projected NAV per share as of September 30, 2025 included in the NAV Projections. The selected transactions analysis indicated an implied value reference range of $16.28 to $22.03 per share of MMLC II Common Stock as compared to the projected merger consideration of $18.99 per share of MMLC II Common Stock included in the NAV Projections prepared and provided to Truist Securities by the management of GSAM.

Dividend Discount Analyses

Truist Securities performed a dividend discount analysis of MMLC II based on the MMLC II Projections, which were prepared by GSAM to reflect MMLC II’s contractually finite life in the absence of an exit event, calculating the implied present value of the estimated future dividends of MMLC II over the remaining term of MMLC II. Truist Securities applied discount rates ranging from 8.0% to 10.0%, taking into account an estimate

 

41

of MMLC II’s cost of equity capital. This dividend discount analysis indicated an implied value reference range of $18.79 to $19.63 per share of MMLC II Common Stock as compared to the projected merger consideration of $18.99 per share of MMLC II Common Stock included in the NAV Projections prepared and provided to Truist Securities by the management of GSAM.

Other Matters

Truist Securities was retained by the MMLC II Special Committee as its financial advisor based on Truist Securities’ experience and reputation and Truist Securities’ knowledge of MMLC II and its industry. Truist Securities will receive a fee of $2,500,000 for its services to the MMLC II Special Committee, $750,000 of which became payable upon the delivery of its opinion and remainder of which is contingent upon the consummation of the Merger. In addition, MMLC II has agreed to reimburse certain expenses incurred by Truist Securities in connection with its engagement and to indemnify Truist Securities and certain related parties for certain liabilities arising out of its engagement.

Truist Securities and its affiliates (including Truist Bank and Truist Financial Corporation), including members of the team of Truist Securities, Inc. professionals advising the MMLC II Special Committee in connection with the Merger (the “Deal Team”), have in the past provided, and currently are providing, investment banking and other financial advice and services to MMLC II, GSCR, and their respective affiliates and other related parties, including GS Group Inc., its subsidiaries, and portfolio companies of investment funds affiliated or associated with GS Group Inc. (collectively, with GS Group Inc., the “GS Group”), for which advice and services Truist Securities and its affiliates have received and would expect to receive compensation, including among other things, during the past two years, (a) with respect to MMLC II, currently serving as administrative agent, lead arranger, letter of credit issuer and lender on its senior secured revolving credit facility (the “MMLC II Truist Revolving Credit Facility”), for which Truist Securities has received aggregate compensation during the prior two years of approximately $1.9 million to $2.4 million, and (b) with respect to GSCR, currently serving as administrative agent and lender on its senior secured revolving credit facility (the “GSCR Truist Revolving Credit Facility”), for which Truist Securities has received aggregate compensation during the prior two years of approximately $6.5 million to $7.0 million. With respect to other members of the GS Group, such services during such period have included, among other things, providing loan syndication, debt and equity capital markets, sales and trading and other investment banking services for which Truist Securities and its affiliates have received and would expect to receive compensation, which in the aggregate, is significantly greater than the fee for financial advisory services Truist Securities expects to receive from MMLC II in connection with the Merger. In addition, a portion of the proceeds of the Merger will be used, directly or indirectly, by MMLC II to pay to Truist Bank or its affiliates the amounts owing to such parties under the MMLC II Truist Revolving Credit Facility and proceeds from current or future borrowings under the GSCR Truist Revolving Credit Facility may be used by GSCR to fund a portion of the amounts necessary to finance Merger. Truist Securities and its affiliates, including members of the Deal Team, may in the future provide investment banking and other financial advice and services to members of the GS Group and their respective affiliates and other related parties for which advice and services Truist Securities and its affiliates would expect to receive compensation. Truist Securities is a full-service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, Truist Securities and its affiliates may acquire, hold or sell, for Truist Securities and its affiliates’ own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of MMLC II, GSCR, GSAM, other members of the GS Group, their respective affiliates and other related parties and any other company that may be involved in the Merger, as well as provide investment banking and other financial services to such companies. In addition, Truist Securities and its affiliates (including Truist Bank and Truist Financial Corporation) have other financing and business relationships with members of the GS Group and their respective affiliates and other related parties.

 

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Certain Prospective Financial Information provided by MMLC II

The prospective financial information included in this document has been prepared by, and is the responsibility of, MMLC II’s management. PricewaterhouseCoopers LLP, MMLC II’s independent auditor, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report included in this document relates to MMLC II’s previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so.

Appraisal Rights

If the Merger is consummated, MMLC II stockholders (including beneficial owners of shares) who do not consent to (pursuant to Section 228 of the DGCL) or vote in favor of the adoption of the Merger Agreement, who properly demand an appraisal of their shares, who continuously hold of record or beneficially own their shares through the Effective Time, who otherwise comply with the procedures of Section 262 of the DGCL and who do not withdraw their demands or otherwise lose their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL (“Section 262”). Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” are to the record holder of shares as to which appraisal rights are asserted, all references in Section 262 and in this summary to the words “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, and all references in Section 262 and in this summary to the word “person” mean any individual, corporation, partnership, unincorporated association or other entity.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, a copy of which is attached as Annex C to this proxy statement. The following summary does not constitute any legal or other advice and does not constitute a recommendation that MMLC II stockholders exercise their appraisal rights under Section 262.

STOCKHOLDERS SHOULD CAREFULLY REVIEW THE FULL TEXT OF SECTION 262 AS WELL AS THE INFORMATION DISCUSSED BELOW.

Under Section 262, if the Merger is completed, holders of record of shares of MMLC II capital stock or beneficial owners who (1) submit a written demand for appraisal of such stockholder’s shares of MMLC II capital stock to MMLC II prior to the time the vote is taken on the adoption of the Merger Agreement; (2) do not consent to (pursuant to Section 228 of the DGCL) or vote in favor of the adoption of the Merger Agreement; (3) continuously hold of record or beneficially own such shares on the date of making the demand for appraisal through the Effective Time; and (4) otherwise comply with the procedures and satisfy certain ownership thresholds set forth in Section 262 may be entitled to have their shares of MMLC II capital stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the consideration set forth in the Merger Agreement, for the “fair value” of their shares of MMLC II capital stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the Merger through the date of payment of the judgment (or in certain circumstances described herein, on the difference between the amount determined to be the fair value and the amount paid by the surviving company in the Merger to each person entitled to appraisal prior to the entry of judgment in the appraisal proceeding) as described further below.

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on the amount determined to be the fair value of the shares subject to appraisal will accrue and compound quarterly from the Effective Time through the date the judgment is paid at five percent over the

 

43

Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the surviving company of the Merger makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving company is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders of record as of the record date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes MMLC II’s notice to MMLC II stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached as Annex C to this proxy statement. In connection with the Merger, any holder of shares of MMLC II capital stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the consideration described in the Merger Agreement without interest and less any applicable withholding taxes. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of MMLC II capital stock, MMLC II believes that if a person is considering exercising such rights, such person should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of MMLC II capital stock must do ALL of the following:

 

•

such person who has complied with the applicable requirements of Section 262 and is otherwise entitled to appraisal rights must not consent to or vote in favor of the adoption of the Merger Agreement;

 

•

such person must deliver to MMLC II a written demand for appraisal before the consent or vote on the Merger Agreement;

 

•

such person must continuously hold of record or beneficially own the shares of MMLC II capital stock from the date of making the demand through the Effective Time (a person will lose appraisal rights if the person transfers the shares before the Effective Time); and

 

•

such person or the surviving company in the Merger must file a petition in the Delaware Court of Chancery demanding a determination of the value of the stock of all such stockholders within 120 days after the Effective Time (the surviving company is under no obligation to file any petition and has no intention of doing so).

Filing Written Demand

A person wishing to exercise appraisal rights must deliver to MMLC II, before the vote is taken on the adoption of the Merger Agreement, a written demand for the appraisal of such person’s shares. In addition, that person must not consent to or vote or submit a proxy in favor of the adoption of the Merger Agreement. A consent to or vote in favor of the adoption of the Merger Agreement, in person or by proxy (whether by mail or via the Internet or telephone), will constitute a waiver of your appraisal rights in respect of the shares so consented or voted and will nullify any previously filed written demands for appraisal. A person exercising appraisal rights must hold, beneficially or of record, the shares on the date the written demand for appraisal is made and must continue to hold the shares through the Effective Time. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote against the adoption of

 

44

the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand. A person’s failure to make the written demand prior to the taking of the consent to or vote on the adoption of the Merger Agreement will constitute a waiver of appraisal rights.

In the case of a written demand for appraisal made by a stockholder of record, the demand must reasonably inform MMLC II of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares. In the case of a written demand for appraisal made by a beneficial owner, the demand must reasonably identify the record holder of the shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving company of the Merger and to be set forth on the Verified List (as defined below).

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Goldman Sachs Middle Market Lending Corp. II

Attention: Caroline Kraus, Secretary of MMLC II, and Curtis Tate, Assistant Secretary of MMLC II

200 West Street

New York, New York 10282

At any time within 60 days after the Effective Time, any person who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the per share price offered pursuant to the Merger Agreement, without interest and less any applicable withholding taxes, by delivering to MMLC II, as the surviving company, a written withdrawal of the demand for appraisal. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction (a “Reservation”) for any Application (as defined below); provided, however, that this shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the Merger consideration within 60 days after the Effective Time. If the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, such person will be entitled to receive only the fair value determined in any such appraisal proceeding, which value could be less than, equal to or more than the per share price being offered pursuant to the Merger Agreement.

Notice by the Surviving Company

If the Merger is completed, within 10 days after the Effective Time, the surviving company of the Merger will notify each stockholder (including any beneficial owner) of each constituent corporation who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, the surviving company of the Merger or any person who has complied with Section 262 and is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving company in the case of a petition filed by any person other than the surviving company, demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The surviving company is under no obligation, and has no present intention, to file a petition, and stockholders should not assume that the surviving company will file a petition or initiate any negotiations with respect to the fair value of the shares of MMLC II capital stock. Accordingly, any persons who desire to have their shares appraised

 

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should initiate all necessary action to perfect their appraisal rights in respect of their shares of MMLC II capital stock within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the Effective Time, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from the surviving company a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which MMLC II has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that where a beneficial owner makes a demand for appraisal directly, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of this aggregate number). Such statement must be given within 10 days after receipt by the surviving company of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by any person other than the surviving company of the Merger, service of a copy thereof must be made upon the surviving company, which will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (the “Verified List”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. The Delaware Court of Chancery may order that notice of the time and place fixed for the hearing of such petition be given to the surviving company and all of the persons shown on the Verified List at the addresses stated therein. The costs of any such notice are borne by the surviving company.

After notice is provided to the applicable persons as required by the Delaware Court of Chancery, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares and who hold stock represented by stock certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. If any person fails to comply with this requirement, the Delaware Court of Chancery may dismiss the proceedings as to such person. Upon application by the surviving company of the Merger or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the Verified List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Determination of Fair Value

After the Delaware Court of Chancery determines the persons entitled to appraisal, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of MMLC II capital stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. However, the surviving company of the Merger has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the surviving company makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (x) the difference, if any, between the amount paid by the surviving company in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest accrued before such voluntary cash payment, unless paid at that time.

 

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In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a transaction such as the Merger is not an opinion as to, and does not in any way address, fair value under Section 262. ALTHOUGH MMLC II BELIEVES THAT THE PER SHARE PRICE IS FAIR, NO REPRESENTATION IS MADE AS TO THE OUTCOME OF THE APPRAISAL OF FAIR VALUE AS DETERMINED BY THE DELAWARE COURT OF CHANCERY, AND STOCKHOLDERS SHOULD RECOGNIZE THAT SUCH AN APPRAISAL COULD RESULT IN A DETERMINATION OF A VALUE HIGHER OR LOWER THAN, OR THE SAME AS, THE PER SHARE PRICE. Neither MMLC II nor GSCR anticipates offering more than the per share price to any persons exercising appraisal rights, and each of MMLC II and GSCR reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of MMLC II capital stock is less than the per share price. If a petition for appraisal is not timely filed, then the right to an appraisal will cease.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the surviving company of the Merger to the persons entitled thereto. Payment will be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such Delaware Court of Chancery may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the Verified List who participated in the proceeding and incurred expenses in connection therewith (an “Application”), the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal that were not dismissed pursuant to the terms of Section 262 or subject to an award pursuant to a Reservation. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of MMLC II Common Stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares of MMLC II Common Stock will be deemed to have been converted at the Effective Time into the right to receive the per share price as provided in the Merger Agreement. A person will fail to perfect, or effectively lose,

 

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such person’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, or if the person delivers to the surviving company a written withdrawal of such person’s demand for appraisal and an acceptance of the per share price as provided in the Merger Agreement in accordance with Section 262.

From and after the Effective Time, no person who has demanded appraisal rights in compliance with Section 262 will be entitled to consent or vote such shares of MMLC II Common Stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the Merger); provided, however, that if no petition for an appraisal is filed within the time provided in Section 262 or if such person delivers to the surviving company of the Merger a written withdrawal of such person’s demand for an appraisal and an acceptance of the Merger, within 60 days after the effective date of the Merger, then the right of such person to an appraisal will cease. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just, including, without limitation, a Reservation; provided, however, that the foregoing shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the effective date of the Merger.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of appraisal rights. In that event, you will be entitled to receive the per share price for your dissenting shares in accordance with the Merger Agreement, without interest and less any applicable withholding taxes. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Regulatory Approvals Required for the Merger

The obligations of MMLC II and GSCR to complete the Merger is or may be subject to the satisfaction or, where permissible, waiver of certain conditions, including the condition that all regulatory approvals required by law to consummate the transactions contemplated by the Merger Agreement, including the Merger, have been obtained and remain in full force and effect, and all statutory waiting periods required by applicable law in respect thereof have expired (including expiration of the applicable waiting period under the HSR Act). MMLC II and GSCR have agreed to cooperate with each other and use their reasonable best efforts to obtain all consents, authorizations, approvals, exemptions or nonobjections from any governmental or regulatory authority necessary to consummate the Merger.

There can be no assurance that such regulatory approvals will be obtained, that such approvals will be received on a timely basis or that such approvals will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Merger.

Other Third-Party Consents Required for the Merger

Under the Merger Agreement, each of MMLC II’s and GSCR’s obligation to complete the Merger is or may be subject to the prior receipt of certain approvals, confirmations and consents required to be obtained from certain agents, lenders, derivative counterparties, noteholders and other parties. As of the date of this Statement, MMLC II and GSCR believe that, subject to the satisfaction of certain conditions, they have obtained all necessary third-party consents. There can be no assurance, however, that should any additional permits, consents, approvals, confirmations or authorizations become applicable to the Merger that any such consents, approvals, confirmations or authorizations will be obtained or that such permits, consents, approvals, confirmations or authorizations will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following the Merger.

 

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MMLC II and GSCR have agreed to cooperate with each other and use their reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to obtain as promptly as practicable all permits, consents, approvals, confirmations and authorizations of all third parties, in each case, that are necessary or advisable, to consummate the transactions contemplated by the Merger Agreement, including the Merger, in the most expeditious manner practicable.

Legal Proceedings

As of the filing of this Statement, there were no legal proceedings pending related to the Merger.

Accounting Treatment of the Merger

GSCR has determined that the Merger will be accounted for as an asset acquisition under Accounting Standards Codification 805.

 

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DESCRIPTION OF THE MERGER AGREEMENT

The following summary, which includes the material terms of the Merger Agreement, is qualified by reference to the complete text of the Merger Agreement, which is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. MMLC II encourages you to read the Merger Agreement carefully and in its entirety.

Structure of the Merger

Pursuant to the terms of the Merger Agreement, in accordance with the DGCL, at the Effective Time, MMLC II will merge with and into GSCR, and the separate corporate existence of MMLC II will cease. GSCR shall be the surviving company in the Merger and will continue its existence as a corporation under the laws of the State of Delaware.

Closing; Completion of the Proposed Merger

The Closing will occur on the date that is than five (5) business days after the satisfaction or waiver of the conditions to closing set forth in the Merger Agreement or at another time as may be agreed to in writing by GSCR, MMLC II and GSAM.

While there can be no assurance as to timing, or that the Merger will be completed at all, GSCR and MMLC II currently expect to complete the Merger in the fourth quarter of fiscal year 2025.

Merger Consideration

If the Merger is consummated, each share of MMLC II Common Stock issued and outstanding immediately prior to the Effective Time, except for Canceled Shares and Appraisal Shares, will be converted into he right to receive, in cash, the MMLC II Per Share Cash Amount.

The MMLC II Per Share Cash Amount consists of the quotient of (a) the Closing MMLC II NAV divided by (b) the number of shares of MMLC II Common Stock issued and outstanding immediately prior to the Merger.

MMLC II will deliver to GSCR a calculation of the Closing MMLC II NAV, which is the NAV of MMLC II as of the Determination Date (a mutually agreed date no earlier than forty-eight (48) hours (excluding Sundays and holidays) prior to the Effective Time) calculated by GSAM on behalf of MMLC II in good faith as of such date and based on the same assumptions and methodologies, and applying the same categories of adjustments to NAV (except as may be mutually agreed by the parties), used by GSAM in preparing the calculation of NAV per share of MMLC II Common Stock (with an accrual for any dividend declared by MMLC II and not yet paid).

Conversion of Shares; Exchange of Shares

At the Effective Time, each share of MMLC II Common Stock issued and outstanding immediately prior to the Effective Time (except for Canceled Shares and Appraisal Shares) will be converted into the right to receive the Merger Consideration. Each such share of MMLC II Common Stock will no longer be outstanding and will be automatically canceled and cease to exist as of the Effective Time, and each share of MMLC II Common Stock will thereafter represent only the right to receive the Merger Consideration.

From and after the Effective Time, the stock transfer books of MMLC II will be closed, and there will be no further transfers on the stock transfer books of MMLC II of the shares of MMLC II Common Stock that were issued and outstanding immediately prior to the Effective Time.

 

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Withholding

GSCR or the paying agent, as applicable, will be entitled to deduct and withhold from any amounts payable to any MMLC II stockholder such amounts as it determines in good faith are required to be deducted and withheld with respect to the making of such payment under applicable tax laws. If any amounts are withheld and paid over to the appropriate governmental entity, such withheld amounts will be treated as having been paid to the MMLC II stockholders from whom they were withheld.

Representations and Warranties

The Merger Agreement contains representations and warranties of GSCR, MMLC II and GSAM relating to their respective businesses. With the exception of certain representations that must be true and correct in all or virtually all respects, or in all material respects, no representation or warranty will be deemed untrue, and neither party will be deemed to have breached a representation or warranty as a consequence of the existence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances and events inconsistent with any representation made by such party (without considering “materiality” or “material adverse effect” qualifications), has had or is reasonably expected to have a material adverse effect (as defined below). The representations and warranties in the Merger Agreement will not survive after the Effective Time, except for those other covenants and agreements that by their express terms apply or are to be performed in whole or in part after the Effective time.

The Merger Agreement contains representations and warranties by each of MMLC II and GSCR, subject to specified exceptions and qualifications, relating to, among other things:

 

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corporate organization, including incorporation, qualification and subsidiaries;

 

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MMLC II capitalization;

 

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power and authority to execute, deliver and perform obligations under the Merger Agreement;

 

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the absence of violations of (1) organizational documents, (2) laws or orders or (3) permits, contracts or other obligations;

 

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required government filings and consents;

 

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SEC reports and financial statements;

 

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internal controls and disclosure controls and procedures;

 

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broker’s fees;

 

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absence of certain changes and actions since December 31, 2024 with respect to MMLC II and GSCR;

 

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compliance with applicable laws and permits;

 

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the accuracy and completeness of information supplied for inclusion in this document and other governmental filings in connection with the Merger;

 

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tax matters;

 

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absence of certain litigation, orders or investigations;

 

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employee matters, including with respect to any employee benefit plans;

 

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the availability of funds necessary for GSCR to acquire all shares of MMLC II Common Stock pursuant to the Merger (in the case of GSCR);

 

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the solvency of GSCR as the surviving company in the Merger;

 

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material contracts and certain other types of contracts;

 

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insurance coverage with respect to MMLC II;

 

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intellectual property matters with respect to MMLC II;

 

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environmental matters with respect to MMLC II;

 

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no real property ownership or leases by MMLC II;

 

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investment assets with respect to MMLC II;

 

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state takeover laws with respect to MMLC II;

 

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the value of certain investment assets owned by MMLC II; and

 

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receipt of the opinion of the financial advisor to the MMLC II Special Committee (in the case of MMLC II).

The Merger Agreement contains representations and warranties by GSAM, subject to specified exceptions and qualifications, relating to:

 

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organization and qualification;

 

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power and authority to execute, deliver and perform obligations under the Merger Agreement;

 

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the absence of violations of (1) organizational documents, (2) laws or orders or (3) permits, contracts or other obligations;

 

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compliance with applicable laws and permits;

 

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absence of certain litigation, orders or investigations;

 

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the value of investment assets owned by MMLC II;

 

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the accuracy of information supplied or to be supplied by GSAM for inclusion in this proxy statement;

 

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the financial resources of GSAM; and

 

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the representations and warranties made by MMLC II and GSCR in the Merger Agreement.

These representations and warranties were made as of specific dates, may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement and may have been included in the Merger Agreement for the purpose of allocating risk between the parties rather than to establish matters as facts. The Merger Agreement is described in, and included as Annex A to, this document only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding the parties or their respective businesses. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this document.

For purposes of the Merger Agreement, “material adverse effect” with respect to MMLC II means, any event, development, change, effect or occurrence that is, or would reasonably be expected to be, individually or in the aggregate, materially adverse to (1) the business, operations, condition (financial or otherwise) or results of operations of MMLC II and its subsidiary, taken as a whole or (2) the ability of MMLC II to timely perform its material obligations under the Merger Agreement or consummate the Merger and the transactions contemplated thereby. None of the following events, developments, changes, effects or occurrences, among others, will constitute or be taken into account in determining whether a material adverse effect has occurred or is reasonably expected to occur with respect to clause (1) in the immediately preceding sentence:

 

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changes in general economic, social or political conditions or financial markets in general, including the commencement or escalation of a war, armed hostilities or other material international or national calamity or acts of terrorism or earthquakes, hurricanes, other natural disasters or acts of God or pandemics (including the impact on economics generally and the results of any actions taken by governmental entities in response thereto);

 

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general changes or developments in the industries in which MMLC II and its subsidiary operate, including general changes in law across such industries, except in the case of this and the foregoing bullet, to the extent such changes or developments have a materially disproportionate adverse impact on MMLC II and its subsidiary, taken as a whole, relative to other participants of similar sizes engaged in the industries in which such party conducts its businesses;

 

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the announcement of the Merger Agreement or the transactions contemplated thereby or the identities of the parties to the Merger Agreement; or

 

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any failure, in and of itself, to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period, or any decline in the price of shares of MMLC II Common Stock (provided that the underlying cause of such failure or decline will be considered in determining whether there is a material adverse effect unless such underlying causes are excluded from the definition of material adverse effect).

For purposes of the Merger Agreement, “material adverse effect” with respect to GSCR means any event, development, change, effect or occurrence that is, or would reasonably be expected to be, individually or in the aggregate, materially adverse to the ability of GSCR to timely perform its material obligations under the Merger Agreement or to consummate the Merger and the other transactions contemplated by the Merger Agreement.

Conduct of Business Pending Completion of the Merger

MMLC II and GSCR have undertaken covenants that place restrictions on them and of their subsidiaries until the completion of the Merger. In general, MMLC II and GSCR have agreed that before the completion of the Merger, except as may be required by law, as expressly contemplated by the Merger Agreement or with the prior written consent of GSCR (in the case of an action by MMLC II) or MMLC II (in the case of an action by GSCR), GSCR and MMLC II will, and will cause each of their subsidiaries to, (a) conduct its business in the ordinary course of business and consistent with its respective investment objectives and policies as publicly disclosed, respectively, and (b) use reasonable best efforts to maintain and preserve intact its business organization and existing business relationships, provided, however, that the failure of GSCR to comply with (a) or (b) will only be a breach if such failure would reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to GSCR.

In addition, before the Effective Time, MMLC II has agreed that, except as may be required by law or as expressly contemplated by the Merger Agreement or as set forth in its disclosure schedules it will not, and will not permit any of its subsidiaries to, directly or indirectly, without the prior written consent of GSCR:

 

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other than pursuant to capital calls with respect to subscription agreements entered into by MMLC II prior to the date of the Merger Agreement, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any voting securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other rights to acquire, any such shares or other securities;

 

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(i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular quarterly and supplemental cash distributions consistent with past practices and its investment objectives and policies as publicly disclosed, (B) the authorization and payment of any dividend or distribution necessary for it to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by MMLC II, (C) dividends payable by MMLC II’s direct wholly owned subsidiary to MMLC II or (D) a final tax dividend for the period ending on the date the transactions contemplated by the Merger Agreement are consummated as required by law in order for MMLC II to maintain is qualification as a RIC; (ii) adjust, split, combine, reclassify or take similar action with respect to any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (iii) purchase,

 

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redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock;

 

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sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business and consistent with its investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure permitted indebtedness by it or its subsidiary;

 

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acquire or agree to acquire all or any portion of the assets, business or properties of any other person or entity, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction consistent conducted in the ordinary course of business consistent with its investment objectives and policies as publicly disclosed;

 

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amend any of its governing documents or similar governing documents of its subsidiary;

 

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implement or adopt any material change in its tax or financial accounting principles, practices or methods, other than as required by applicable law, U.S. generally accepted accounting principles (“GAAP”), the SEC or applicable regulatory requirements;

 

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hire any employees or establish, become a party to or commit to adopt any employee benefit plan;

 

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take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the transactions contemplated by the Merger Agreement; provided, however, that the foregoing shall not preclude MMLC II from declaring or paying any final tax dividend for the period ending on the date the transactions contemplated by the Merger Agreement are consummated as required by law in order for MMLC II to maintain is qualification as a RIC;

 

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incur any indebtedness or guarantee any indebtedness of another person or entity, except for (i) draw-downs with respect to previously disclosed financing arrangements existing as of the date of the Merger Agreement and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and (ii) other permitted indebtedness;

 

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make or agree to make any new capital expenditure other than obligations to fund commitments to portfolio companies or investments in new portfolio companies, in each case, entered into in the ordinary course of business and consistent with its investment objectives and policies as publicly disclosed;

 

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file or amend any material tax return other than in the ordinary course of business consistent with past practice and its investment objectives and policies as publicly disclosed; make, change or revoke any material tax election; or settle or compromise any material tax liability or refund;

 

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take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause MMLC II to fail to qualify or not be subject to tax as a RIC;

 

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enter into any new line of business (except for any new or existing portfolio companies in which it or its subsidiary has made or will make a debt or equity investment that is in the ordinary course of business and consistent with its investment objectives and policies as publicly disclosed and is, would or should be reflected in the schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC);

 

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other than in the ordinary course of business and consistent with its investment objectives and policies as publicly disclosed, enter into any material contract;

 

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other than in the ordinary course of business and consistent with its investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any material contract;

 

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settle any proceeding against it, except for proceedings that (i) are settled in the ordinary course of business consistent with past practice and its investment objectives and policies as publicly disclosed in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received), (ii) would not impose any material restriction on the conduct of business of it or its subsidiary or, after the Effective Time, GSCR, the surviving company or any of their respective subsidiaries, and (iii) would not admit liability, guilt or fault;

 

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other than in the ordinary course of business and consistent with its investment objectives and policies as publicly disclosed, (i) pay, discharge or satisfy any indebtedness for borrowed money, other than the payment, discharge or satisfaction required pursuant to the terms of outstanding debt as in effect on the date of the Merger Agreement or other permitted indebtedness or (ii) cancel any material indebtedness;

 

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except as otherwise expressly contemplated by the Merger Agreement, merge or consolidate MMLC II or its subsidiary with any person or entity or enter into any other similar extraordinary corporate transaction with any person or entity, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of it or its subsidiary;

 

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enter into any new subscription agreements for the sale of shares of MMLC II Common Stock; or

 

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agree to take, make any commitment to take, or adopt any resolutions authorizing, any of the foregoing actions.

Additional Agreements

Further Assurances; Regulatory Matters

The Merger Agreement contains covenants relating to access to information of the other party, obtaining certain regulatory and third party consents, publicity, tax matters and takeover statutes and provisions. The Merger Agreement obligates the parties to cooperate with each other and use reasonable best efforts to take all actions, and to do all things necessary to obtain as promptly as practicable all permits of all governmental entities, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits of all governmental entities and all permits, consents, approvals, confirmations and authorizations of all third parties that are necessary or advisable, to consummate the transactions (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities.

The parties are required to file any required applications, notices or other filings under the HSR Act as promptly as practicable. In connection with such filings, the parties are required to cooperate with one another, to keep the other party informed of any communications received from governmental entities and permit the other party to review such communications. The parties must consult with each other with respect to the obtaining of all other permits, consents, approvals and authorizations of all third parties and permits of all governmental entities necessary or advisable to consummate the transactions contemplated by the Merger Agreement (including the Merger), and each party must keep the other reasonably apprised of the status of matters relating to completion of the Merger. The parties are not required to make payments or provide other consideration for the repayment, restructuring or amendment of terms of indebtedness in connection with the Merger, other than the consent fees set forth in the disclosure schedules to the Merger Agreement.

Stockholder Approval

MMLC II is required to file a proxy statement and seek the approval of the holders of MMLC II Common Stock to approve the Merger Proposal. MMLC II is required to take, in accordance with applicable law and MMLC II’s certificate of incorporation and bylaws, all actions necessary to duly call, convene and hold a MMLC II special stockholders meeting, as promptly as practicable, to consider and vote upon a proposal or proposals to adopt and approve the Merger Agreement.

 

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Indemnification; Directors’ and Officers’ Insurance

Following the Effective Time, GSCR will, to the fullest extent permitted under applicable law, to indemnify, defend and hold harmless, and advance expenses, to the present and former directors and officers of MMLC II or subsidiary (collectively, the “Indemnified Parties”) against all costs or expenses (including reasonable attorneys’ fees actually incurred, reasonable experts’ fees, reasonable travel expenses, court costs, transcript fees and telecommunications, postage and courier charges), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement or other liabilities incurred in connection with any proceeding arising out of actions or omissions occurring at or prior to the Effective Time (including any matters arising in connection with the Merger Agreement or the transactions contemplated thereby). If an indemnified liability arises, (i) GSCR will advance the applicable Indemnified Party, upon request, reimbursement of documented expenses reasonably and actually incurred to the fullest extent permitted under applicable law, so long as such Indemnified Party, or someone on his or her behalf, undertakes to repay such advanced expenses if he or she is ultimately determined to be not entitled to indemnification and complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC and its staff and (ii) GSCR and the applicable Indemnified Party will cooperate in the defense of such matter.

Unless GSCR and MMLC II shall otherwise agree prior to the Effective Time, GSCR shall obtain and fully pay the premium for a “tail” insurance policy for the extension of MMLC II’s directors’ and officers’ liability insurance policies in place as of the date of the Merger Agreement with respect to matters existing or occurring at or prior to the Effective Time with coverage and amounts not less than, and terms and conditions that are not materially less advantageous to the insureds as, provided in such current directors’ and officers’ liability policies for a claims reporting or discovery period of six (6) years from and after the Effective Time; provided, that in no event shall the cost of such insurance exceed 300% of the current aggregate annual premium paid by MMLC II for such current directors’ and officer’s liability policies; provided, further, that if the cost of such insurance coverage exceeds such amount, GSCR shall obtain a policy with the greatest coverage available for a cost not exceeding such amount.

No Solicitation

MMLC II has agreed to, and to cause its affiliates, subsidiary, and its and each of their respective officers, directors, trustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents, as applicable, to, immediately cease and cause to be terminated all discussions or negotiations with respect to, or that are intended to or could reasonably be expected to lead to, a “Takeover Proposal” (as described below) and not to: (i) directly or indirectly solicit, initiate, induce, encourage or take any other action (including by providing information) designed to, or which could reasonably be expected to, facilitate any inquiries or the making or submission or implementation of any proposal or offer (including any proposal or offer to its stockholders) with respect to any Takeover Proposal; (ii) approve or recommend, or declare advisable or propose to enter into, or cause or permit MMLC II or its subsidiary to enter into, any agreement, arrangement, or understanding with respect to any Takeover Proposal (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) or enter into any contract or understanding (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) requiring it to abandon, terminate or fail to consummate, or that is intended to or that could reasonably be expected to result in the abandonment of, termination of or failure to consummate, the Merger or any other transaction contemplated by the Merger Agreement; (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any third party (other than GSCR or its affiliates or representatives) any information with respect to, or take any other action to facilitate or in furtherance of any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (iv) publicly propose or publicly announce an intention to take any of the foregoing actions; or (v) grant any (x) approval pursuant to any takeover statute to any person (other than GSCR or its respective affiliates) or with respect to any transaction (other than the transactions contemplated by the Merger Agreement) or (y) waive or release under any standstill or any similar agreement with respect to equity

 

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securities of MMLC II, unless failure to grant such waiver or release would be reasonably likely to be a breach of the fiduciary duties applicable to the directors of MMLC II under applicable law; provided, however, that notwithstanding the foregoing, each party (A) may inform third parties of the provisions contained in the non-solicitation provision and (B) shall be permitted to grant a waiver of or terminate any “standstill” or similar obligation of any third party with respect to equity securities of MMLC II in order to allow such third party to confidentially submit a Takeover Proposal.

MMLC II shall as promptly as reasonably practicable (and in any event within twenty-four (24) hours after receipt) (i) notify GSCR in writing of any request for information or any Takeover Proposal and the terms and conditions of such request, Takeover Proposal or inquiry (including the identity of the third party (or group of third parties) making such request, Takeover Proposal or inquiry) or with whom any discussions or negotiations are taking place and (ii) provide to GSCR copies of any written materials received by MMLC II or its respective representatives in connection with any of the foregoing. MMLC II agrees that it shall keep GSCR informed on a reasonably current basis (and, in any event, within twenty-four (24) hours) of the status and the material terms and conditions (including amendments or proposed amendments) of any such request, Takeover Proposal or inquiry and keep GSCR informed on a reasonably current basis (and, in any event, within twenty-four (24) hours) of any information requested of or provided by MMLC II, its affiliates, or their respective representatives in connection with the foregoing and as to the status of all discussions or negotiations with respect to any such request, Takeover Proposal or inquiry.

MMLC II Takeover Proposals

If, on or after the date of the Merger Agreement and at any time prior to the MMLC II stockholders’ approval of the Merger Proposal: (i) MMLC II receives a bona fide unsolicited Takeover Proposal; (ii) the MMLC II Board (acting upon the recommendation of the MMLC II Special Committee), shall have determined in good faith, after consultation with its outside legal counsel and, with respect to financial matters, any financial advisor, that (x) failure to consider such Takeover Proposal would be reasonably likely to be a breach of the fiduciary duties applicable to the directors of MMLC II under applicable law and (y) such Takeover Proposal constitutes or is reasonably likely to result in a “MMLC II Superior Proposal”; and (iii) MMLC II gives GSCR written notice of its intention to engage in negotiations or discussions with the third party making such Takeover Proposal at least two (2) business days before engaging in such negotiations or discussions (with such written notice specifying the identity of the third party (or third parties) making such Takeover Proposal, the terms and conditions of such Takeover Proposal and MMLC II’s intention to furnish information to, or participate in discussions or negotiations with, the third party (or third parties) making such Takeover Proposal), then MMLC II may engage in discussions and negotiations with such third party (or third parties) (and only such third party or parties) so long as certain notice and other procedural requirements are satisfied, including providing written notice to GSCR within twenty-four (24) hours after determining that a Takeover Proposal constitutes a MMLC II Superior Proposal.

In addition, neither the MMLC II Board nor any committee thereof (including the MMLC II Special Committee) shall (i) fail to make, withhold, withdraw, qualify or modify or resolve to (in a manner adverse to GSCR) (or publicly propose or resolve to withhold, withdraw, qualify or modify (in a manner adverse to GSCR)) the recommendation that the stockholders of MMLC II adopt the Merger Agreement (the “MMLC II Board Recommendation”); (ii) authorize, adopt, approve, endorse, recommend or publicly declare advisable (or publicly propose to authorize, adopt, approve, endorse, recommend or otherwise declare advisable), any Takeover Proposal; (iii) fail to include the MMLC II Board Recommendation in this proxy statement; (iv) submit any Takeover Proposal to a vote of the holders of MMLC II Common Stock; or (v) approve or recommend, or declare advisable or propose to enter into, or cause or permit MMLC II or its subsidiary to enter into, any alternative agreement (any action described in clauses (i) through (v), a “MMLC II Adverse Recommendation Change”). The MMLC II Board may, prior to the time the MMLC II stockholders approve the Merger Proposal, take any action described in (i) or (iii) in response to an Intervening Event (as defined below) (a “MMLC II Intervening Event Recommendation Change”) if MMLC II abides by certain notice and other procedural

 

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requirements and the MMLC II Board (acting upon the recommendation of the MMLC II Special Committee) determines, after consulting with outside legal counsel and, with respect to financial matters, any financial advisor, that the failure to effect such MMLC II Intervening Event Recommendation Change, as applicable, after take into account any adjustments made by GSCR during the applicable period, would be reasonably likely to be a breach of the fiduciary duties applicable to the directors of MMLC II under applicable law.

Related Definitions

For purposes of the Merger Agreement:

 

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“Takeover Proposal” means any proposal or offer from any person or group of persons (other than GSCR or any of its affiliates) (a) with respect to a merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or similar transaction involving MMLC II or MMLC II’s subsidiary or (b) relating to any direct or indirect acquisition, in one transaction or a series of transactions, of (i) assets or businesses (including any mortgage, pledge or similar disposition thereof but excluding any bona fide financing transaction) that constitute or represent, or would constitute or represent if such transaction is consummated, 25% or more of the total assets, net revenue or net income of MMLC II and MMLC II’s subsidiary, taken as a whole, or (ii) 25% or more of the outstanding shares of capital stock of, or other equity or voting interests in, MMLC II or in MMLC II’s subsidiary, in each case other than the Merger and the related transactions.

 

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“MMLC II Superior Proposal” means a bona fide written Takeover Proposal that was not solicited by, or the result of any solicitation by, MMLC II or its subsidiary or by any of their respective affiliates or representatives in violation of the Merger Agreement, made by a third party that would result in such third party becoming the beneficial owner, directly or indirectly, of more than 75% of the total voting power of MMLC II or more than 75% of the assets of MMLC II on a consolidated basis (a) on terms which the MMLC II Board (acting upon the recommendation of the MMLC II Special Committee) determines in good faith to be superior for the stockholders of MMLC II (in their capacity as stockholders), taken as a group, from a financial point of view as compared to the Merger (after giving effect to any alternative proposed by GSCR), (b) that is reasonably likely to be consummated (taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal, including any conditions, and the identity of the offeror) in a timely manner and in accordance with its terms, and (c) in respect of which any required financing has been determined in good faith by the MMLC II Board (acting upon the recommendation of the MMLC II Special Committee) to be reasonably likely to be obtained, as evidenced by a written commitment of a reputable financing source.

 

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“Intervening Event” means with respect to any party any event, change or development first occurring or arising after the date hereof that is material to, as applicable, MMLC II and its subsidiary, taken as whole, that was not known to, or reasonably foreseeable by, any member of the MMLC II Board, as of or prior to the date of the Merger Agreement and did not result from or arise out of the announcement or pendency of, or any actions required to be taken by MMLC II (or to be refrained from being taken by MMLC II) pursuant to, the Merger Agreement; provided, however, that in no event shall the following events, circumstances, or changes in circumstances constitute an Intervening Event: (a) the receipt, existence, or terms of a Takeover Proposal or any matter relating thereto or consequence thereof or any inquiry, proposal, offer, or transaction from any third party relating to or in connection with a transaction of the nature described in the definition of “Takeover Proposal” (which, for the purposes of the Intervening Event definition, shall be read without reference to the percentage thresholds set forth in the definition thereof); (b) any change in the price of the MMLC II Common Stock; (c) any failure, in and of itself, by MMLC II to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period; (d) changes in general economic, social or political conditions or the financial

 

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markets in general, including the commencement or escalation of a war, armed hostilities or other material international or national calamity or acts of terrorism or earthquakes, hurricanes, other natural disasters or acts of God or pandemics (including the impact on economies generally and the results of any actions taken by governmental entities in response thereto); and (e) general changes or developments in the industries in which MMLC II and its subsidiary operate, including general changes in law after the date hereof across such industries; provided, however, that (A) the exceptions in clauses (b) and (c) shall not apply to the underlying causes giving rise to or contributing to such change or prevent any of such underlying causes from being taken into account in determining whether an Intervening Event has occurred unless such underlying causes are otherwise excluded from the definition of Intervening Event and (B) the exceptions in clauses (d) and (e) shall not apply to the extent such changes or developments referred to therein have a materially disproportionate adverse impact on MMLC II and its subsidiary, taken as a whole, relative to other participants of similar sizes engaged in the industries in which MMLC II conducts its businesses.

Other than as described herein, neither MMLC II nor the MMLC II Board may make any MMLC II Adverse Recommendation Change, and no MMLC II Adverse Recommendation Change will change the approval of the Merger Proposal or any other approval of the MMLC II Board, including in any respect that would have the effect of causing any takeover statue or similar statute to be applicable to the transactions contemplated by the Merger Agreement.

Access to Information

Upon reasonable notice, except as may otherwise be restricted by applicable law, each of MMLC II and GSCR will, and will cause its subsidiaries, to afford to the directors, officers, accountants, counsel, advisors and other representatives of GSCR or MMLC II, as applicable, reasonable access, during normal business hours during the period prior to the Effective Time, to its properties, books, contracts, and records and, during such period, such party will, and will cause its subsidiaries to, make available (including via the SEC’s Electronic Data Gathering Analysis and Retrieval System) to the other party all other information concerning its business and properties as the other party may reasonably request.

Publicity

MMLC II, GSCR and GSAM each shall consult with the other before issuing or causing the publication of any press release or other public announcement with respect to the Merger Agreement, the Merger, or the transactions contemplated by the Merger Agreement, except as may be required by applicable law, or to the extent that such press release or other public announcement related to any MMLC II Adverse Recommendation Change is made in accordance with the Merger Agreement, and, to the extent practicable, before such press release or other public announcement is issued or made, GSCR, MMLC II or GSAM, as applicable, shall have used commercially reasonable efforts to advise the other party of, and consult with the other party regarding, the text of such press release or other public announcement.

Takeover Statutes and Provisions

Neither GSCR nor MMLC II will take any action that would cause the transactions contemplated by the Merger Agreement to be subject to the requirements imposed by any takeover statute, and each of GSCR and MMLC II shall take all necessary steps within its control to exempt (or ensure the continued exemption of) such transactions from, or if necessary, challenge the validity or applicability of, any applicable takeover statute.

RIC Status

Prior to the Effective Time, except as expressly contemplated or permitted by the Merger Agreement, MMLC II and GSCR shall not, and shall not permit any of their respective subsidiaries to, directly or indirectly,

 

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without the prior written consent of GSCR (including the consent of a majority of the GSCR Independent Directors) or MMLC II (including the consent of a majority of the Independent Directors of MMLC II), as applicable, take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause MMLC II to fail to qualify as a RIC.

Stockholder Litigation

The parties to the Merger Agreement shall reasonably cooperate and consult with one another in connection with defense and settlement of any proceeding by MMLC II’s stockholders against any of them or any of their respective directors, officers or affiliates with respect to the Merger Agreement or the transactions contemplated thereby, and each of MMLC II and GSCR (a) shall keep the other party reasonably informed of any material developments in connection with any such proceeding brought by MMLC II’s stockholders and (b) shall not settle any such proceeding without the prior written consent of the other party (such consent not to be unreasonably delayed, conditioned or withheld).

Section 16 Matters

Prior to the Effective Time, the MMLC II Board shall take all such steps as may be required to cause any dispositions of MMLC II Common Stock resulting from the transactions contemplated by the Merger Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to MMLC II to be exempt pursuant to Rule 16b-3 promulgated under the Exchange Act.

No Other Representations or Warranties

The parties acknowledge and agree that except for the representations contained in the Merger Agreement, none of GSAM, MMLC II, GSCR or any of MMLC II’s or GSCR’s subsidiaries or any other person acting on behalf of the foregoing has made or relied on any representation or warranty, express or implied.

Coordination of Dividends

MMLC II will coordinate with GSCR in designating the record and payment dates for any quarterly dividends or distributions to MMLC II’s stockholders declared in accordance with the Merger Agreement in any calendar quarter in which the Closing might reasonably be expected to occur, and MMLC II shall not authorize or declare any dividend or distribution to its stockholders after the Determination Date at any time on or before the Closing.

Conditions to Closing the Merger

Conditions to Each Party’s Obligations to Effect the Merger

The obligations of GSCR and MMLC II to complete the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

 

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the required approval of the Merger Proposal by MMLC II stockholders is obtained;

 

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no order issued by any court or agency of competent jurisdiction or other law preventing, enjoining, restraining or making illegal the consummation of the Merger or any of the other transactions contemplated thereby is in effect;

 

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all regulatory approvals required by applicable law to consummate the transactions contemplated by the Merger Agreement, including the Merger, have been obtained and remain in full force and effect and all statutory waiting periods required by applicable law in respect thereof have expired (including expiration of the applicable waiting period under the HSR Act);

 

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•

no proceeding by any governmental entity of competent jurisdiction is pending that challenges the Merger or any of the other transactions contemplated by the Merger Agreement or that otherwise seeks to prevent, enjoin, restrain or make illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement;

 

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the determination of the Closing MMLC II NAV as of the Determination Date will have been completed in accordance with the Merger Agreement; and

 

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the representations and warranties of GSAM contained in the Merger Agreement are true and correct as of the date of the Merger Agreement and as of the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), without regard to any material adverse effect or other materiality qualification to such representations and warranties; provided, however, that this condition shall be deemed to have been satisfied even if any such representations and warranties of GSAM are not so true and correct, without regard to any material adverse effect or other materiality qualification to such representations and warranties, unless the failure of such representations and warranties of GSAM to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to MMLC II or GSCR, and MMLC II and GSCR have received a certificate signed on behalf of GSAM by an authorized officer of GSAM to such effect;

Conditions to Obligations of GSCR to Effect the Merger

The obligations of GSCR to effect the Merger are also subject to the satisfaction, or waiver by MMLC II, at or prior to the Effective Time, of the following conditions:

 

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the representations and warranties of MMLC II, pertaining to:

 

(i)

the authorized and outstanding capital stock of MMLC II are true and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);

 

(ii)

the representations and warranties related to authority, broker’s fees, state takeover laws and valuation, are true and correct in all material respects as of the date of the Merger Agreement and the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and

 

(iii)

all other representations and warranties by MMLC II contained in the Merger Agreement are true and correct as of the date of the Merger Agreement and the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), without regard to any material adverse effect or other materiality qualification to such representations and warranties; provided, however, that this condition will be deemed satisfied even if any such representations and warranties of MMLC II are not so true and correct, without regard to any material adverse effect or other materiality qualification to such representations and warranties, unless the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to MMLC II, and GSCR has received a certificate signed on behalf of MMLC II by the Chief Executive Officer or the Chief Financial Officer of MMLC II that this condition has been satisfied;

 

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MMLC II has performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the Effective Time, and GSCR has received a certificate signed on

 

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behalf of MMLC II by the Chief Executive Officer or the Chief Financial Officer of MMLC II to such effect;

 

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since the date of the Merger Agreement, there has not occurred any event, development, change, effect or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have, a material adverse effect in respect of MMLC II; and

 

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MMLC II will have delivered a certificate within thirty (30) days prior to the Closing that it is not and has not been within the past five years a “United States real property holding corporation” within the meaning of Section 897 of the Code.

Conditions to Obligations of MMLC II to Effect the Merger

The obligation of MMLC II to effect the Merger is also subject to the satisfaction, or waiver by GSCR, at or prior to the Effective Time, of the following conditions:

 

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all other representations and warranties of GSCR contained in the Merger Agreement are true and correct as of the date of the Merger Agreement date and the Closing as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); provided, however, that this condition shall be deemed to have been satisfied even if any such representations and warranties of GSCR are not so true and correct, unless the failure of such representations and warranties of GSCR to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to GSCR, and MMLC II has received a certificate signed on behalf of GSCR by the Chief Executive Officer or the Chief Financial Officer of GSCR that this condition has been satisfied; and

 

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GSCR has performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the Effective Time, MMLC II has received a certificate signed on behalf of GSCR by the Chief Executive Officer or the Chief Financial Officer of GSCR to such effect.

Frustration of Closing Conditions

Neither GSCR nor MMLC II may rely on the failure of any condition applicable to the other party to be satisfied to excuse performance by such party of its obligations under the Merger Agreement if such failure was caused by such party’s failure to act in good faith or use its commercially reasonable efforts to consummate the Merger and the transactions contemplated thereby.

Termination of the Merger Agreement

Right to Terminate

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the Merger Proposal by the stockholders of MMLC II:

 

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by mutual consent of GSCR and MMLC II in a written instrument authorized by each of the GSCR Board (acting upon recommendation of the GSCR Special Committee) and the MMLC II Board (acting upon recommendation of the MMLC II Special Committee);

 

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by either MMLC II or GSCR, if:

 

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any governmental entity that must grant a regulatory approval has denied approval of the transactions contemplated by the Merger Agreement (including the Merger) and such denial has become final and non-appealable, or any governmental entity of competent jurisdiction has issued a final and non-appealable order, or promulgated any other law, permanently enjoining or making illegal the consummation of the transactions contemplated by the Merger Agreement, provided

 

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that the right to terminate the Merger Agreement on this basis will not be available to any such party if such party’s breach of any provision of the Merger Agreement has been the primary cause of, or primarily resulted in, such final, non-appealable denial, order or law;

 

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the Merger has not been consummated on or before March 24, 2026 (the “Termination Date”), provided that the right to terminate the Merger Agreement on this basis shall not be available to any party whose failure to fulfill in any material respect any of its obligations under the Merger Agreement has been the cause of, or primarily resulted in, the failure to consummate the Merger prior to the Termination Date; or

 

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if the Special Meeting is held, the stockholders of MMLC II have failed to approve the Merger Proposal at a duly held meeting of MMLC II’s stockholders or at any adjournment or postponement thereof at which the adoption of this Merger Agreement has been voted upon; provided that the right to terminate the Merger Agreement on this basis will not be available to any such party if such party’ breach of any provision of the Merger Agreement has been the primary cause of, or primarily resulted in, such failure.

 

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by MMLC II, if:

 

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GSCR breaches or fails to perform any of the covenants or agreements or any of the representations or warranties in the Merger Agreement on the part of GSCR, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing, the failure of certain closing conditions, and such breach is not curable prior to the Termination Date or if curable prior to the Termination Date, has not been cured within thirty (30) days after the giving of notice thereof by MMLC II to GSCR (provided that MMLC II is not then in material breach so as to result in the failure of a closing condition); or

 

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at any time prior to obtaining approval of the Merger Proposal by the stockholders of MMLC II (A) MMLC II is not in material breach of any of the terms of the Merger Agreement and (B) the MMLC II Board (acting upon recommendation of the MMLC II Special Committee) authorizes MMLC II, subject to complying with the terms of the Merger Agreement, to enter into, and MMLC II enters into, a definitive contract providing for a MMLC II Superior Proposal.

 

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by GSCR, if:

 

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MMLC II breaches any of the covenants or agreements or any of the representations and warranties set forth in the Merger Agreement on the part of MMLC II, which breach, either individually or in the aggregate, would result in the failure of certain closing conditions, and such breach is not curable prior to the Termination Date or if curable prior to the Termination Date, has not been cured within thirty (30) days after the giving of notice thereof by GSCR to MMLC II (provided that GSCR is not then in material breach so as to result in the failure of a closing condition);

 

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prior to obtaining approval of the Merger Proposal by the stockholders of MMLC II, a MMLC II Adverse Recommendation Change occurs and/or MMLC II adopts, approves or recommends a MMLC II Takeover Proposal; or

 

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MMLC II breaches, in any material respect, its obligations relating to the solicitation and administration of Takeover Proposals from third parties.

Effect of Termination

If the Merger Agreement is terminated, it will become void and have no effect, and none of GSCR, MMLC II, any of their respective affiliates, or any of the officers or directors of any of them shall have any liability of any nature whatsoever under the Merger Agreement or in connection with the transactions contemplated thereby, except that certain sections of the Merger Agreement, as outlined in the Merger Agreement, will survive

 

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termination of the Merger Agreement; provided, however, that the parties will not be relieved from any liabilities or damages incurred or suffered by another party arising out of the willful or intentional breach by such party of any provision of the Merger Agreement or a failure or refusal by such party to consummate the Merger Agreement and the Transactions when such party was obligated to do so in accordance with the terms hereof.

Amendment of the Merger Agreement

The Merger Agreement may be amended by the parties, by action taken or authorized by their respective boards of directors (acting upon the recommendation of the MMLC II Special Committee or the GSCR Special Committee, as applicable), at any time before or after approval of the Merger Proposal by the stockholders of MMLC II; provided, however, that after any approval of the Merger Proposal by the stockholders of MMLC II, there may not be, without further approval of such stockholders, any amendment of the Merger Agreement that requires such further approval under applicable law. The Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

Expenses and Fees

Except with respect to all filing and other fees in connection with any filing under the HSR Act, which in each case shall be borne equally by GSCR and MMLC II, all fees and expenses incurred in connection with the Merger, the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

 

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following general discussion sets forth certain material U.S. federal income tax consequences of the Merger to U.S. Holders and Non-U.S. Holders (each as defined below) that receive the Merger Consideration in exchange for MMLC II Common Stock pursuant to the Merger. This discussion does not address any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction, or under any U.S. federal laws other than those pertaining to income tax (e.g., estate or gift tax laws). In addition, this discussion does not address all aspects of U.S. federal income taxation, such as the alternative minimum tax or the Medicare tax on net investment income. This discussion is based upon the Code, the regulations promulgated under the Code, administrative rulings and judicial decisions, all as in effect on the date of this proxy statement. These authorities may change, possibly retroactively, and any change could affect the accuracy of the statements and conclusions set forth in this discussion.

This discussion addresses only those holders of shares of MMLC II Common Stock that hold such shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances or that may be applicable to you if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

 

•

a financial institution;

 

•

a tax-exempt organization;

 

•

a partnership or other pass-through entity (or an investor therein);

 

•

an insurance company;

 

•

a dealer or broker in securities or currencies;

 

•

a trader in securities that elects mark-to-market treatment;

 

•

a U.S. Holder that has a functional currency other than the U.S. dollar;

 

•

a real estate investment trust;

 

•

a regulated investment company;

 

•

a controlled foreign corporation;

 

•

passive foreign investment company;

 

•

a qualified foreign pension fund;

 

•

a U.S. expatriate;

 

•

certain former citizens or long-term residents of the United States;

 

•

a person required to accelerate the recognition of any item of gross income with respect to MMLC II Common Stock as a result of such income being recognized on an applicable financial statement; or

 

•

a holder of shares of MMLC II Common Stock that holds such shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds MMLC II Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership holding MMLC II Common Stock, you should consult your tax advisors regarding the consequences to you of the Merger.

No ruling has been or will be obtained from the Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax consequences of the Merger described below. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder would ultimately prevail in a final determination by a court.

 

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THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER OF MMLC II COMMON STOCK. A HOLDER OF MMLC II COMMON STOCK SHOULD CONSULT ITS OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER U.S. FEDERAL NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE. LOCAL OR NON-U.S. TAXING JURISDICTION.

U.S. Holders

For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of MMLC II Common Stock that is, for U.S. federal income tax purposes, any of the following:

 

•

a citizen or individual resident of the United States;

 

•

a corporation, or other entity classified as a corporation, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

 

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

 

•

a trust that (1) is subject to the primary supervision of a court within the United States and with respect to which one or more U.S. persons have the authority to control all of its substantial decisions; or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a “United States person” for U.S. federal income tax purposes.

Consequences of the Merger to U.S. Holders

The receipt of the Merger Consideration by a U.S. Holder in exchange for MMLC II Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference, if any, between the aggregate amount of Merger Consideration received in the Merger and the U.S. Holder’s adjusted tax basis in the MMLC II Common Stock converted into the Merger Consideration in the Merger. Such gain or loss generally will be long-term or short-term capital gain or loss, depending on the U.S. Holder’s holding period in such MMLC II Common Stock. Generally, a U.S. Holder’s gain or loss will be a long-term gain or loss if the MMLC II Common Stock has been held for more than one year. However, any loss realized by a U.S. Holder with respect to MMLC II Common Stock that have been held for six months or less will be treated as long-term capital loss to the extent of any distribution of long-term capital gain received (or amounts designated as undistributed capital gains) with respect to such MMLC II Common Stock.

For non-corporate U.S. Holders (including individuals), long-term capital gains are currently eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of MMLC II Common Stock at different times and different prices, such holder must determine its adjusted tax basis and holding period separately with respect to each block of MMLC II Common Stock.

Reporting Requirements

Under applicable U.S. Treasury regulations, if a U.S. Holder recognizes a loss with respect to MMLC II Common Stock of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the U.S. Holder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. U.S. Holders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

 

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Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of MMLC II Common Stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Consequences of the Merger to Non-U.S. Holders

Any gain realized by a Non-U.S. Holder upon the receipt of the Merger Consideration in exchange for MMLC II Common Stock pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

 

•

the gain is effectively connected with a trade or business conducted by such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States);

 

•

such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the Merger, and certain other specified conditions are met; or

 

•

MMLC II is or has been a “United States real property holding corporation” as such term is defined in Section 897(c)(2) of the Code (a “USRPHC”), at any time within the shorter of the five-year period preceding the Effective Time or such Non-U.S. Holder’s holding period with respect to the applicable \ MMLC II Common Stock, and certain other conditions are met.

A Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on any gain realized pursuant to the Merger in the same manner as if the Non-U.S. Holder were a U.S. Holder. In addition, if any Non-U.S. Holder described in the first bullet point immediately above is a foreign corporation, the gain realized by such Non-U.S. Holder may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on any gain realized pursuant to the Merger, which gain may be offset by U.S.-source capital losses.

Generally, a U.S. corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). MMLC II believes it is not and was not at any time within the five-year period preceding the date hereof, a USRPHC, and MMLC II does not anticipate becoming a USRPHC prior to the Effective Time.

Information Reporting and Backup Withholding

Information reporting and backup withholding (at a current rate of 24%) may apply to the Merger Consideration received by a holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a successor form); (2) a Non-U.S. Holder that provides a certification of such Non-U.S. Holder’s non-U.S. status on an appropriate IRS Form W-8 (or a successor form); or (3) a holder that otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, if the required information is timely furnished to the IRS.

Foreign Account Tax Compliance Act

Legislation commonly referred to as the “Foreign Account Tax Compliance Act,” or “FATCA,” generally imposes a 30% withholding tax on payments of certain types of income to foreign financial institutions, or “FFIs,” unless such FFIs either (i) enter into an agreement with the U.S. Treasury to report certain required information with respect to accounts held by certain specified U.S. persons (or held by foreign entities that have

 

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certain specified U.S. persons as substantial owners) or (ii) reside in a jurisdiction that has entered into an intergovernmental agreement, or “IGA” with the United States to collect and share such information and are in compliance with the terms of such IGA and any enabling legislation or regulations. The types of income subject to the tax include U.S. source dividends. While the Code would also require withholding on payments of the gross proceeds from the sale of any property that could produce U.S. source dividends (such as MMLC II Common Stock), the U.S. Treasury Department has indicated its intent to eliminate this requirement in subsequent proposed regulations, which state that taxpayers may rely on the proposed regulations until the final regulations are issued. The information required to be reported includes the identity and taxpayer identification number of each account holder that is a specified U.S. person and certain financial information associated with the holder’s account. In addition, subject to certain exceptions, this legislation also imposes a 30% withholding on certain payments to certain foreign entities that are not FFIs unless the foreign entity certifies that it does not have a greater than 10% owner that is a specified U.S. person or provides the withholding agent with identifying information on each greater than 10% owner that is a specified U.S. person. A Non-U.S. Holder should consult such holder’s own tax advisor Sections 1471 through 1474 of the Code, and the U.S. Treasury regulations and administrative guidance issued thereunder, impose a 30% U.S. federal withholding tax on certain payments made to a “foreign financial institution” (as specially defined under these rules, and whether such foreign financial institution is the beneficial owner or an intermediary) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a 30% U.S. federal withholding tax on certain payments made to a non-financial foreign entity (whether such entity is the beneficial owner or an intermediary) unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a holder might be eligible for refunds or credits of such taxes.

The U.S. Treasury Department has released proposed regulations which, if finalized in their present form, would eliminate the 30% U.S. federal withholding tax for gross proceeds of a sale or other disposition of shares of common stock (such as MMLC II Common Stock). In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued. Holders of shares of MMLC II Common Stock are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the receipt of the Merger Consideration in exchange for MMLC II Common Stock pursuant to the Merger.

THE FOREGOING DISCUSSION OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE MERGER. TAX MATTERS ARE VERY COMPLICATED, AND THE TAX CONSEQUENCES OF THE MERGER TO YOU WILL DEPEND UPON THE FACTS OF YOUR PARTICULAR SITUATION. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE APPLICABILITY OF THE RULES DISCUSSED ABOVE AND THE PARTICULAR TAX EFFECTS OF THE MERGER TO THEIR PARTICULAR SITUATION, INCLUDING THE APPLICATION OF STATE, LOCAL AND NON-U.S. TAX LAWS.

 

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APPROVAL OF THE MERGER PROPOSAL

MMLC II is asking its stockholders to approve the adoption of the Merger Agreement pursuant to which MMLC II will merge with and into GSCR, with GSCR surviving the Merger.

Approval of the Merger Proposal is required for the completion of the Merger. Upon completion of the Merger, and subject to the terms and conditions of the Merger Agreement, each share of MMLC II Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive, in accordance with the Merger Agreement, the Merger Consideration as described in the section entitled “Description of the Merger Agreement—Merger Consideration.” For more information on the MMLC II stockholder vote required for approval of the Merger Proposal, see “The Special Meeting—Vote Required.”

Appraisal Rights

If the Merger is consummated, MMLC II stockholders (including beneficial owners of shares) who (1) do not vote in favor of the adoption of the Merger Proposal; (2) continuously hold their applicable shares of MMLC II Common Stock through the Effective Time; (3) properly demand appraisal of their shares; (4) meet certain statutory requirements; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares of MMLC II Common Stock in connection with the Merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that these persons will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of MMLC II Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective date of the Merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving company of the Merger makes a voluntary cash payment to persons entitled to appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving company of the Merger is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the Merger Consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

Only a stockholder of record or a beneficial owner may submit a demand for appraisal. To exercise appraisal rights, such person must (1) submit a written demand for appraisal to MMLC II before the vote is taken on the Merger Proposal; (2) not vote in favor of the Merger Proposal; (3) continue to hold of record or own beneficially the subject shares of MMLC II Common Stock through the Effective Time; and (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings with respect of MMLC II unless certain conditions are satisfied by the persons seeking appraisal, as described further below. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in further detail in this proxy statement, which description is qualified in its entirety by Section 262 of the DGCL. Pursuant to Subsection (d)(1) of Section 262 of the DGCL, this proxy statement is to include either a copy of Section 262 of the DGCL or information directing the

 

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stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. You may find a copy of Section 262 of the DGCL attached as Annex C to this Statement. In the event of any inconsistency between the information contained in this summary, this proxy statement, or any of the documents incorporated herein or therein by reference, and the actual text of Section 262 of the DGCL, the actual text of Section 262 of the DGCL controls. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to the record holder of shares as to which appraisal rights are asserted, unless otherwise expressly noted herein.

All references in Section 262 of the DGCL and in this summary “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, unless otherwise expressly noted.

For more information, please see “The Merger—Appraisal Rights.”

Votes Required

MMLC II stockholders may vote “FOR” or “AGAINST,” or they may “ABSTAIN” from voting on, the Merger Proposal. The affirmative vote of the holders of a majority of all outstanding shares of MMLC II Common Stock entitled to vote “FOR” the Merger Proposal is required for approval of the Merger Proposal. As the Merger Proposal is a non-routine matter, no broker non-votes are expected. Abstentions will have the effect of a vote “against” this proposal. Proxies received will be voted “FOR” the approval of the Merger Proposal unless MMLC II stockholders designate otherwise.

THE MMLC II BOARD, UPON RECOMMENDATION OF THE MMLC II SPECIAL COMMITTEE, UNANIMOUSLY RECOMMENDS THAT MMLC II STOCKHOLDERS VOTE “FOR” THE MERGER PROPOSAL.

 

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MARKET PRICE, DIVIDEND AND DISTRIBUTION INFORMATION

GSCR

GSCR Common Stock is not listed on a national securities exchange, and there is no established public trading market for GSCR Common Stock. GSCR is conducting an offering of its Class I Common Stock on a continuous basis. The offering sale of GSCR Common Stock is exempt from registration in reliance on Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Regulation D and Regulation S thereunder, for offers and sales of securities that do not involve a public offering and for offers and sales of securities outside of the United States. GSCR intends to sell shares of GSCR Common Stock monthly on a continuous basis at a price generally equal to its monthly NAV per share. GSCR may, at its discretion, offer investors an opportunity to have their shares of GSCR Common Stock repurchased on a quarterly basis, but is not obligated to offer to repurchase any shares of GSCR Common Stock in any particular quarter.

As of August 14, 2025, GSCR had 9,990 stockholders of record.

The following table summarizes GSCR’s dividend declarations and distributions during the six months ended June 30, 2025, the fiscal year ended December 31, 2024, and for the period from April 6, 2023 (commencement of operations) through December 31, 2023:

 

Date Declared		Record Date		Payment Date		Amount Per Share				Shares
For the Six Months Ended June 30, 2025
November 7, 2024		January 31, 2025		February 28, 2025		$	0.20				633,167
February 26, 2025		February 28, 2025		April 7, 2025		$	0.19	(1)			653,785
February 26, 2025		March 31, 2025		April 28, 2025		$	0.19				689,129
February 26, 2025		April 30, 2025		May 28, 2025		$	0.19				712,313
May 7, 2025		May 30, 2025		July 3, 2025		$	0.19				742,338
May 7, 2025		June 30, 2025		July 29, 2025		$	0.19				759,594
For the Year Ended December 31, 2024
November 1, 2023		January 31, 2024		February 29, 2024		$	0.21				284,014
February 27, 2024		February 29, 2024		March 28, 2024		$	0.21				303,114
February 27, 2024		March 28, 2024		April 26, 2024		$	0.21				328,736
February 27, 2024		April 30, 2024		May 28, 2024		$	0.21				358,447
May 1, 2024		May 31, 2024		June 26, 2024		$	0.21				396,199
May 1, 2024		June 28, 2024		July 26, 2024		$	0.21				421,156
May 1, 2024		July 31, 2024		August 27, 2024		$	0.21				440,968
August 8, 2024		August 30, 2024		October 4, 2024		$	0.21				481,425
August 8, 2024		September 30, 2024		October 28, 2024		$	0.21				481,001
August 8, 2024		October 31, 2024		November 29, 2024		$	0.21	(2)			502,832
November 7, 2024		November 29, 2024		January 6, 2025		$	0.21				573,398
November 7, 2024		December 31, 2024		January 28, 2025		$	0.21				644,775
For the Year Ended December 31, 2023
April 26, 2023		April 28, 2023		May 30, 2023		$	0.17				26,481
May 3, 2023		May 31, 2023		June 28, 2023		$	0.21				40,267
May 3, 2023		June 30, 2023		July 28, 2023		$	0.21				62,222
May 3, 2023		July 31, 2023		August 29, 2023		$	0.21				93,814
August 2, 2023		August 31, 2023		September 28, 2023		$	0.21				141,357
August 2, 2023		September 29, 2023		October 30, 2023		$	0.21				174,596
August 2, 2023		October 31, 2023		November 29, 2023		$	0.21				194,766
November 1, 2023		November 30, 2023		December 28, 2023		$	0.21				228,739
November 1, 2023		December 29, 2023		January 30, 2024		$	0.21				248,712

 

(1)	Less than $0.01 is considered a return of capital distribution.

(2)	$0.03 is considered capital gain distribution.

 

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On August 6, 2025, GSCR’s Board declared monthly distributions from GSCR’s taxable earnings, including net investment income. The following table summarizes the distributions declared and the dates that they are expected to be paid on or about:

 

Record Date		Payable Date
August 29, 2025		September 29, 2025
September 30, 2025		October 29, 2025
October 31, 2025		November 26, 2025

GSCR has adopted a distribution reinvestment plan, pursuant to which GSCR reinvests all distributions declared by the GSCR Board on behalf of its stockholders who do not elect to receive their distributions in cash. As a result, if the GSCR Board authorizes, and GSCR declares, a cash distribution or other distribution, then GSCR’s stockholders who have not opted out of its distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash distribution or other distribution.

MMLC II

MMLC II Common Stock is not listed on a national securities exchange, and there is no established public trading market for MMLC II Common Stock. Because shares of MMLC II Common Stock have been acquired by investors in one or more transactions “not involving a public offering,” they are “restricted securities.” Such shares of MMLC II Common Stock may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) for so long as such shares are not listed, MMLC II’s consent is granted, and (ii) the shares are registered under applicable securities laws or specifically exempted from registration (in which case the stockholder may, at MMLC II’s option, be required to provide MMLC II with a legal opinion, in form and substance satisfactory to MMLC II, that registration is not required). No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of shares of MMLC II Common Stock may be made except by registration of the transfer on MMLC II’s books. Each transferee is required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the shares and to execute such other instruments or certifications as are reasonably required by MMLC II. As a result of these transfer restrictions, MMLC II Common Stock may be required to be held indefinitely if the Merger is not consummated.

As of August 14, 2025, MMLC II had 2,219 stockholders of record.

The following table summarizes MMLC II’s dividend declarations and distributions during the six months ended June 30, 2025, during the fiscal years ended December 31, 2024, 2023 and 2022:

 

Date Declared		Record Date		Payment Date		Amount Per Share
For the Six Months Ended June 30, 2025
February 26, 2025		April 2, 2025		April 29, 2025		$	0.54	(1)
May 7, 2025		July 2, 2025		July 29, 2025		$	0.46
For the Year Ended December 31, 2024
February 27, 2024		April 2, 2024		April 29, 2024		$	0.52	(2)
May 1, 2024		July 2, 2024		July 29, 2024		$	0.44
August 8, 2024		October 2, 2024		October 29, 2024		$	0.52
November 7, 2024		December 31, 2024		January 28, 2025		$	0.49
For the Year Ended December 31, 2023
February 28, 2023		April 5, 2023		April 27, 2023		$	0.50
May 3, 2023		July 6, 2023		July 28, 2023		$	0.50
August 2, 2023		October 3, 2023		October 28, 2023		$	0.39
November 1, 2023		December 29, 2023		January 29, 2024		$	0.35
For the Year Ended December 31, 2022
May 2, 2022		July 5, 2022		July 28, 2022		$	0.02
August 3, 2022		October 3, 2022		October 28, 2022		$	0.12
November 2, 2022		December 30, 2022		January 27, 2023		$	0.38

 

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(1)	$0.06 is considered capital gain distribution.

(2)	$0.05 is considered capital gain distribution.

On August 6, 2025, the MMLC II Board declared a distribution equal to an amount up to MMLC II’s taxable earnings per share, including net investment income (if positive) for the period beginning July 1, 2025 through September 30, 2025, which will be payable before or around October 29, 2025 to MMLC II shareholders of record as of October 2, 2025.

 

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BUSINESS OF GSCR

GSCR is a specialty finance company that is a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act. In addition, GSCR has elected to be treated as a RIC, and GSCR expects to qualify annually for tax treatment as a RIC under Subchapter M of the Code, commencing with GSCR’s taxable year ended December 31, 2023. From GSCR’s commencement of investment operations on April 6, 2023 through June 30, 2025, GSCR has originated approximately $11.87 billion in aggregate principal amount of private credit instruments, which may include Private Credit Investments and related equity prior to any subsequent exits and repayments.

GSCR’s investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. GSCR’s investment strategy is consistent with that of the broader GSAM Private Credit platform, with a focus on capital preservation and capital appreciation, and includes:

 

•

Leveraging GSAM Private Credit’s position within Goldman Sachs;

 

•

Direct origination with borrowers;

 

•

Prudent investment selection with intensive due diligence and credit analysis;

 

•

Provision of large-sized commitments;

 

•

Structuring expertise with a focus on risk mitigation;

 

•

Rigorous portfolio management; and

 

•

Focus on companies with attractive business fundamentals.

Under normal circumstances, GSCR will invest at least 80% of GSCR’s total assets (which include net assets plus borrowings for investment purposes) in Private Credit Investments. If GSCR changes its 80% requirement, GSCR will provide stockholders with at least 60 days’ notice of such change.

GSCR primarily holds directly originated, first lien senior secured, floating rate debt of companies located primarily in the United States and, to a lesser extent, in non-U.S. jurisdictions. GSCR may also invest, to a lesser extent, in broadly syndicated loans, second lien loans, unsecured, subordinated or PIK debt and equity and equity-like instruments. GSCR also invests a portion of its portfolio in more Liquid Investments (as defined below), such as broadly syndicated loans and other fixed-income securities, to provide the portfolio with additional liquidity.

GSCR invests primarily in private companies based in the United States, but GSCR also invests, to a lesser extent, in non-U.S. based companies (subject to compliance with BDC requirements to invest at least 70% of GSCR’s assets in U.S. companies). GSCR focuses its lending across a spectrum of directly sourced opportunities in companies ranging from lower middle market to large capitalization in size. GSCR may invest in companies of any size or capitalization.

GSCR generally leads the origination of GSCR’s investments as the primary lender, and GSCR may participate in club deals (which are generally investments made by a small group of firms). Subject to the limitations of the Investment Company Act, GSCR may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other Goldman Sachs credit funds or affiliates. GSCR also invests alongside institutional and retail-focused private credit client accounts managed by GSAM (such accounts, including MMLC II, GSCR, Goldman Sachs Business Development Company, Inc. (“GS BDC”), Silver Capital Holdings LLC (“SCH”), Goldman Sachs Private Middle Market Credit II LLC (“GS PMMC II”), Phillip Street Middle Market Lending Fund LLC (“PSLF”) and West Bay BDC LLC (“West Bay” and together with MMLC II, GSCR, GS BDC, SCH, GS PMMC II and PSLF, the “GS BDCs”), are referred to collectively as the “Accounts”), which may include proprietary accounts of Goldman Sachs. In addition, GSCR expects to acquire or originate revolving credit facilities from time to time in connection with GSCR’s investments in other assets.

 

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GSCR’s investment strategy also allocates a portion of the overall portfolio to Liquid Investments to provide the portfolio with additional liquidity and to manage GSCR’s payment obligations under GSCR’s share repurchase program. Investment decisions related to Liquid Investments are made by the GSAM High Yield and Bank Loan team within the Global Fixed Income and Liquidity Solutions group of GSAM. Liquid Investments may include senior secured loans, senior secured high yield bonds, senior unsecured high yield bonds, and fixed-income ETFs and government securities. GSCR uses these investments to maintain liquidity for GSCR’s share repurchase program and manage cash before investing subscription proceeds into originated loans, while also seeking attractive investment returns. Prior to raising or investing sufficient capital, the portfolio may display a greater percentage of assets within Liquid Investments or government securities than GSCR otherwise would expect for a fully invested portfolio.

GSCR employs leverage as market conditions permit and at the discretion of GSAM, but GSCR intends to comply with the limitations set forth in the Investment Company Act, which currently allows GSCR to borrow up to $2 of debt for each $1 of equity. GSCR intends to use leverage in the form of borrowings, including loans from financial institutions as well as the issuance of debt securities. GSCR may also use leverage in the form of preferred shares. In determining whether to borrow money, GSCR will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to GSCR’s investment outlook. GSCR would expect any such leverage, if incurred, to increase the total capital available for investment by GSCR.

EU Environmental Taxonomy Criteria

GSCR’s underlying investments do not take into account the EU criteria for environmentally sustainable economic activities.

Available Information

GSCR files with or submits to the SEC periodic and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements and other information filed electronically by GSCR with the SEC. Copies of these reports, proxy and information statements and other information may be obtained by electronic request at the following e-mail address: publicinfo@sec.gov.

Investment Strategy

GSCR’s investment strategy is consistent with that of the broader GSAM Private Credit platform with a focus on capital preservation and capital appreciation and includes:

 

•

Leveraging the GSAM Private Credit Team’s position within Goldman Sachs: The GSAM Private Credit Team, which is responsible for sourcing, diligencing, negotiating, structuring, monitoring and harvesting investment opportunities for the private credit portion of GSCR, is able to draw on the broader Goldman Sachs platform, network and relationships across the investment lifecycle to identify potentially attractive opportunities. Goldman Sachs is a leading global financial services firm and one of the world’s most experienced alternatives investors, and GSCR is expected to benefit not only from the Goldman Sachs network and relationships to identify potentially attractive opportunities, but also from a broad range of other resources offered by Goldman Sachs, including market insights, structuring capabilities and industry experts whose insights can enhance due diligence, structuring and investment monitoring processes.

 

•

Direct origination with borrowers: The GSAM Private Credit Team believes that evaluating investment opportunities through direct discussions with borrowers leads to a better understanding of the underlying drivers of performance and business risks. The GSAM Private Credit Team’s direct origination platform has been developed over the GSAM Private Credit Team’s more-than-28-year

 

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history of private credit investing and includes approximately 200 investment professionals across 11 cities and four continents as of December 31, 2024. The GSAM Private Credit Team’s local relationships with companies, private equity sponsors and advisors combined with deep industry expertise provides GSCR with access to a wide range of opportunities and allows GSCR to gain early and direct access to due diligence materials and management teams. GSCR will seek to lead the structuring and negotiation of the loans or securities in which GSCR invest with a collaborative, solutions-oriented approach.

 

•

Prudent investment selection with intensive due diligence and credit analysis: GSCR believes that the GSAM Private Credit Team’s substantial flow of potential investment opportunities, in combination with diligence practices developed over its more-than-28-year history of private credit investing, will enable GSCR to invest in and selectively develop a diversified portfolio of high quality companies. The GSAM Credit Team’s seasoned team and underwriting approach reflects deep sector expertise and seeks to identify attractive trends and pursue investments accordingly, through GSCR’s approach to fundamental credit analysis driven by intensive investment research.

 

•

Provision of large-sized commitments: GSCR believes that the GSAM Private Credit Team’s capability to hold large-sized, directly originated investments drives GSCR’s ability to source, negotiate and commit capital in attractive opportunities. GSCR intends to invest substantially alongside institutional and retail-focused private credit Accounts, which may include proprietary accounts of Goldman Sachs, which GSCR believes will provide it with access to a wide range of opportunities and allow GSCR to commit to larger investment across the GSAM platform.

 

•

Structuring expertise with a focus on risk mitigation: The GSAM Private Credit Team has significant structuring capabilities with a seasoned team of investment professionals, including the Private Credit Investment Committee (as defined below), who have over 23 years of experience on average. GSCR seeks to mitigate risk by investing primarily in senior secured debt, which is secured by a collateral package that often results in a higher rate of recovery in the event of default as compared to unsecured and subordinated investments. Senior secured debt has favorable characteristics that typically include a senior ranking in the capital structure of the borrower with priority of repayment, security of collateral and protective contractual rights that may include affirmative and negative covenants that restrict the borrower’s ability to incur additional indebtedness, make restricted payments or execute other transactions or implement changes that may be negative to lenders. In addition, the GSAM Private Credit Team has experience investing across the capital structure which will enable GSCR to consider different investment structures and expand GSCR’s opportunity funnel.

 

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Rigorous portfolio management: The GSAM Private Credit Team’s active approach to portfolio management centers on team continuity through the lifecycle of an investment, from sourcing and underwriting through investment monitoring and maturity. Investment professionals actively monitor portfolio companies’ operations and financial condition, and senior secured loan agreements typically provide for regular reporting which includes borrower performance, compliance and notification of adverse events. GSCR believes the Goldman Sachs platform adds additional value to GSCR’s portfolio companies through its extensive network, research capabilities and connectivity across the global capital markets.

 

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Focus on companies with attractive business fundamentals: Capital preservation is central to GSCR’s investment strategy. Generally, GSCR will seek to target companies with the following characteristics: (i) strong and defensible market positions, (ii) stable or growing revenues and free cash flow, (iii) attractive business models, (iv) experienced and well-regarded management teams, (v) reputable private equity or private family sponsors, as applicable, (vi) a meaningful amount of equity cushion or junior capital (i.e., any equity or debt in the capital structure that is subordinated to GSCR’s investment) and (vii) viable exit strategies. GSCR intends to make investments in companies located primarily in the United States and, to a lesser extent, in non-U.S. jurisdictions.

 

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Investment Portfolio

As of June 30, 2025, GSCR’s portfolio (excluding investments in money market funds, if any) consisted of the following:

 

		As of
		June 30, 2025								December 31, 2024
		Amortized Cost				Fair Value				Amortized Cost				Fair Value
		($ in millions)
First Lien/Senior Secured Debt		$	9,312.90			$	9,300.76			$	7,014.26			$	7,006.80
First Lien/Last-Out Unitranche			279.82				282.10				263.35				261.65
Second Lien/Senior Secured Debt			43.53				43.90				—				—
Preferred Stock			3.10				—				3.10				—
Common Stock			5.21				4.18				5.21				5.37
Total investments		$	9,644.56			$	9,630.94			$	7,285.92			$	7,273.82

As of June 30, 2025, the weighted average yield by asset type of GSCR’s portfolio (excluding investments in money market funds, if any), at amortized cost and at fair value, was as follows:

 

		As of
		June 30, 2025								December 31, 2024
		Amortized Cost				Fair Value				Amortized Cost				Fair Value
Weighted Average Yield(1)
First Lien/Senior Secured Debt(2)			9.1	%			9.1	%			9.4	%			9.4	%
First Lien/Last-Out Unitranche(2)(3)			10.7	%			10.6	%			11.0	%			11.1	%
Second Lien/Senior Secured Debt(2)			11.1	%			11.1	%			—				—
Preferred Stock(4)			—				—				—				—
Common Stock(4)			—				—				—				—
Total Portfolio			9.1	%			9.2	%			9.5	%			9.5	%

 

(1)	The weighted average yield of GSCR’s portfolio does not represent the total return to its stockholders.

(2)

Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual status and non-income producing investments) at amortized cost or fair value. This calculation excludes investments that are unsettled as of period-end as the interest rate associated with the investment is not known prior to the settlement date.

(3)	The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments.

(4)	Computed based on (a) the stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments on non-accrual status and non-income producing investments) at amortized cost or fair value.

As of June 30, 2025, the total portfolio weighted average yield measured at amortized cost and fair value was 9.1% and 9.2%, as compared to 9.5% and 9.5% as of December 31, 2024.

As of June 30, 2025, the Liquid Investments portfolio weighted average yield measured at amortized cost and fair value was 7.2% and 7.3%, compared to 7.5% and 7.5% as of December 31, 2024.

 

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The following table presents certain selected information regarding GSCR’s investment portfolio (excluding investments in money market funds, if any):

 

		As of
		June 30, 2025				December 31, 2024
Number of portfolio companies in which GSCR has Private Credit Investments			128				96
Number of Liquid Investments			170				174
Percentage of performing debt bearing a floating rate(1)			100.0	%			100.0	%
Percentage of performing debt bearing a fixed rate(1)(2)			—	%			—	%
Weighted average loan-to-value (“LTV”)(3)			40.7	%			40.4	%
Weighted average leverage (net debt/EBITDA)(4)			5.5x				5.7x
Weighted average interest coverage(4)			2.0x				2.0x
Median EBITDA(4)		$	101.40 million			$	98.65 million

 

(1)	Measured on a fair value basis. This excludes investments, if any, placed on non-accrual status.

(2)	Includes income producing preferred stock investments, if applicable.

(3)

Includes all Private Credit Investments for which fair value is determined by GSAM, as the valuation designee (the “GSCR Valuation Designee”) designated by the GSCR Board, pursuant to Rule 2a-5 under the Investment Company Act. Figures are derived from the financial statements most recently validated by GSAM. LTV is calculated as net debt through each respective loan tranche divided by estimated enterprise value or value of the underlying collateral of the portfolio company. Weighted average LTV is weighted based on the fair value of the total applicable private debt investments.

(4)

Includes all Private Credit Investments for which fair value is determined by GSAM, as the GSCR Valuation Designee designated by the GSCR Board, pursuant to Rule 2a-5 under the Investment Company Act. For a particular portfolio company, GSCR calculates the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compares that amount to measures of cash flow available to service the net debt. To calculate net debt, GSCR includes debt that is both senior and pari passu to the tranche of debt owned by GSCR but excludes debt that is legally and contractually subordinated in ranking to the debt owned by GSCR. GSCR believes this calculation method assists in describing the risk of GSCR’s portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by GSCR relative to other senior and junior creditors of a portfolio company. GSCR typically calculates cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve-month period. Weighted average net debt to EBITDA is weighted based on the fair value of GSCR’s applicable Private Credit Investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

For a particular portfolio company, GSCR also calculates the level of contractual interest expense owed by the portfolio company and compares that amount to EBITDA. GSCR believes this calculation method assists in describing the risk of its portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of GSCR’s applicable performing Private Credit Investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Median EBITDA is based on GSCR’s applicable Private Credit Investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

 

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Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by GSCR and may reflect a normalized or adjusted amount.

As of June 30, 2025 and December 31, 2024, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 7.1% and 11.8% of total Private Credit Investments at fair value.

Corporate Structure and Private Offering

GSCR was formed as a Delaware limited liability company on March 25, 2022 with the name Goldman Sachs Loan Fund LLC, which was changed to Goldman Sachs Private Credit Fund LLC on May 18, 2022. An affiliate of GSAM (the “GSCR Initial Member”) made an initial capital contribution to GSCR of $1,000 and became the GSCR Initial Member. The GSCR Initial Member served as the sole owner of GSCR’s interests until the GSCR Initial Issuance Date (as defined below) when the equity interests of the GSCR Initial Member were cancelled. Effective April 6, 2023, Goldman Sachs Private Credit Fund LLC was converted from a Delaware limited liability company to a Delaware corporation named Goldman Sachs Private Credit Corp., which succeeded to the business of, and by operation of law is deemed for purposes of Delaware law to be the same entity as, Goldman Sachs Private Credit Fund LLC.

GSCR has elected to be regulated as a BDC under the Investment Company Act. In addition, GSCR has elected to be treated, and expects to qualify annually, as a RIC under Subchapter M of the Code, for U.S. federal income tax purposes, commencing with GSCR’s taxable year ended December 31, 2023.

GSCR is offering shares of GSCR’s common stock, par value $0.001 per share (the “GSCR Shares”), on a continuous basis in transactions exempt from the registration requirements of the Securities Act, including in reliance on Section 4(a)(2) thereof and Regulation D and Regulation S thereunder. GSCR is currently only offering Class I shares for sale. On April 15, 2025, the SEC granted to GSCR and GSAM exemptive relief permitting GSCR to issue and sell multiple classes of shares with varying sales loads and asset-based distribution and/or service fees.

On April 6, 2023 (the “GSCR Initial Issuance Date”), GSCR completed the initial closing of the private offering of GSCR Shares, pursuant to which GSCR issued and sold approximately 10,081,173 Class I shares for an aggregate purchase price of approximately $252,029,333, satisfied GSCR’s minimum offering amount of $100,000,000 and broke escrow for the private offering of GSCR Shares, and GSCR commenced operations.

Stockholders are entitled to receive dividends or other distributions declared by the GSCR Board and each share of GSCR Common Stock is entitled to one vote on all matters submitted to a vote of stockholders generally, including the election of directors elected by a vote of stockholders generally.

 

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The following table summarizes the total shares issued and proceeds received related to subscriptions:

 

Share Issue Date		Shares Issued				Proceeds Received ($ in  millions)
For the Six Months Ended June 30, 2025
January 1, 2025			23,191,555			$	584.89
February 1, 2025			15,021,187				378.83
March 1, 2025			12,743,027				320.49
April 1, 2025			19,173,626				481.45
May 1, 2025			9,608,339				240.50
June 1, 2025			9,247,618				231.75
Total			88,985,352			$	2,237.90
For the Year Ended December 31, 2024
Class I Common Stock
January 1, 2024			13,232,488			$	333.46
February 1, 2024			6,122,455				154.29
March 1, 2024			7,852,924				197.81
April 1, 2024			9,027,996				228.59
May 1, 2024			9,154,226				231.69
June 1, 2024			10,422,835				263.70
July 1, 2024			9,092,364				230.13
August 1, 2024			11,342,035				287.07
September 1, 2024			13,089,896				331.04
October 1, 2024			12,653,161				320.00
November 1, 2024			12,381,902				312.64
December 1, 2024			14,755,235				372.57
Total			129,127,517				3,262.99

Investment Period

GSCR has a perpetual life and may continue to take in new capital on a continuous basis at a value equal to GSCR’s NAV per share. GSCR expects to continually originate new investments to the extent GSCR raises additional capital. GSCR also intends to recycle capital regularly from GSCR’s existing investors into new investments. In contrast, certain other private and public, non-listed BDCs generally may have a finite offering period and an associated designated time period for investment. These BDCs have either a finite life or a time period by which a liquidity event must occur or fund operations must be wound down, which may limit the ability of such BDCs to recycle investments.

Term

GSCR is a perpetual-life BDC, meaning GSCR is an investment vehicle of indefinite duration, whose Shares are intended to be sold monthly on a continuous basis at a price generally equal to GSCR’s monthly NAV per share. In addition, GSCR is non-exchange traded, meaning GSCR’s Shares are not listed for trading on a national securities exchange. In GSCR’s perpetual-life structure, GSCR may, at GSCR’s discretion, offer investors an opportunity to have their Shares repurchased by GSCR on a quarterly basis, but GSCR is not obligated to offer to repurchase any in any particular quarter. GSCR believes that GSCR’s perpetual nature enables GSCR to execute a patient and opportunistic strategy and be able to invest across different market environments. This may reduce the risk of GSCR being a forced seller of assets in market downturns compared to non-perpetual funds. GSCR does not intend to undertake a liquidity event, and GSCR is not obligated by GSCR’s certificate of incorporation or otherwise to effect a liquidity event at any time.

 

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Repurchase Offers

Subject to the discretion of GSCR’s Board, GSCR intends to maintain a share repurchase program pursuant to which GSCR intends to offer to repurchase, in each quarter, up to 5% of GSCR’s Shares outstanding (by number of shares) as of the close of the previous calendar quarter. GSCR’s Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of GSCR and the best interest of GSCR’s stockholders. As a result, share repurchases may not be available each quarter. GSCR intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act, and the Investment Company Act. All Shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase program, to the extent GSCR offers to repurchase Shares in any particular quarter, GSCR expects to repurchase Shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that Shares that have not been outstanding for at least one year will be subject to an “early repurchase deduction” of 2% of the aggregate NAV of the Shares repurchased (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date and does not include shares received under GSCR’s DRIP (as defined below). The Early Repurchase Deduction may be waived by GSCR in the case of repurchase requests arising from the death, divorce or qualified disability of the holders. The Early Repurchase Deduction will be retained by GSCR for the benefit of remaining stockholders.

GSCR’s Adviser

GSAM serves as GSCR’s Adviser and has been registered as an investment adviser with the SEC since 1990. Subject to the supervision of the GSCR Board, a majority of which is made up of GSCR Independent Directors (including an independent Chairperson), GSAM manages GSCR’s day-to-day operations and provides GSCR with investment advisory and management services and certain administrative services. GSAM is a subsidiary of GS Group Inc., a BHC and an FHC, regulated by the board of governors of the federal reserve system (the “Federal Reserve”). GS Group Inc. is a leading global financial institution that provides a broad range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and individuals. GS Group Inc. is the general partner and owner of GSAM.

The GSAM Private Credit Team

The GSAM Private Credit Team is dedicated to the direct origination investment strategy of GSCR and other Accounts that share a similar investment strategy with GSCR. The GSAM Private Credit Team is comprised of approximately 200 investment professionals across 11 cities and four continents as of December 31, 2024. Within the GSAM Private Credit Team, approximately 80 private credit investment professionals across five offices in the Americas led by GSCR’s Co-Chief Executive Officers, oversee and lead GSCR’s day-to-day portfolio management. The GSAM Private Credit Team is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, and negotiating, structuring, monitoring, and servicing GSCR’s investments. In addition, GSAM and Goldman Sachs have risk management, legal, accounting, tax, information technology and compliance personnel, among other personnel, who provide services to GSCR. GSCR benefits from the expertise provided by these personnel in GSCR’s operations.

The GSAM Private Credit Team utilizes a bottom-up, fundamental research approach to lending. The managing directors of this team had an average industry experience of over 19 years coupled with an average tenure at Goldman Sachs of over 12 years as of December 31, 2024.

The GSAM High Yield and Bank Loan Team within the GSAM Global Fixed Income and Liquidity Solutions Team is responsible for investing in more liquid credit investments, such as broadly syndicated loans and other fixed-income securities, for GSCR.

 

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The GSAM Private Credit Team and the GSAM High Yield and Bank Loan Team are subject to information barriers established by Goldman Sachs. As a result, each team will at times be restricted from sharing with one another certain information relating to their portfolio holdings and investment process.

Private Credit Investment Committee

All investment decisions are made by the investment committee of the GSAM Private Credit Team (the “Private Credit Investment Committee”). As of the date of this proxy statement, the Private Credit Investment Committee consists of the following members: Rich Friedman, James Reynolds, Vivek Bantwal, Patrick Armstrong, Amitayush Bahri, Steven Budig, Kevin Sterling, Beat Cabiallavetta, Stephanie Rader, David Miller, Greg Watts, Nicole Agnew and Moritz Jobke, along with members from Goldman Sachs’ Compliance, Legal, Tax and Controllers groups. The Private Credit Investment Committee is responsible for approving all of GSCR’s investments. The Private Credit Investment Committee also monitors investments in GSCR’s portfolio and approves all asset dispositions. GSCR expects to benefit from the extensive and varied relevant experience of the investment professionals serving on the Private Credit Investment Committee, which includes expertise in privately originated and publicly traded leveraged credit, stressed and distressed debt, bankruptcy, mergers and acquisitions and private equity. The size, membership, authority and voting rights of members of the Private Credit Investment Committee are subject to change from time to time without prior notice.

The purpose of GSCR’s Private Credit Investment Committee is to evaluate and approve, as deemed appropriate, all investments by GSAM. GSCR’s Private Credit Investment Committee process is intended to bring the diverse experience and perspectives of GSCR’s Private Credit Investment Committee’s members to the analysis and consideration of every investment. GSCR’s Private Credit Investment Committee also serves to provide investment consistency and adherence to GSAM’s investment philosophies and policies. GSCR’s Private Credit Investment Committee also determines appropriate investment sizing and suggests ongoing monitoring requirements.

High Yield and Bank Loan Team

Investment decisions related to more liquid credit investments, such as broadly syndicated loans and other fixed-income securities, will be made by the GSAM High Yield and Bank Loan Team within the GSAM Global Fixed Income and Liquidity Solutions Team.

The High Yield and Bank Loan team currently is comprised of approximately 42 dedicated professionals across the High Yield, Bank Loans and Opportunistic Credit asset classes. In managing GSCR’s more liquid credit investments, the High Yield and Bank Loan team will employ the broad resources and expertise of the whole GSAM Global Fixed Income and Liquidity Solutions Team, which in total comprises over 375 professionals located across Bengaluru, Burlington, Hong Kong, London, New York, Salt Lake City, Singapore, The Hague and Tokyo, as of December 31, 2024.

The investment culture of the High Yield and Bank Loan team encourages strong dialogue and debate among research analysts, traders and portfolio managers, resulting in a research-intensive process where each team member feels accountable for the strategy’s performance. The investment decisions of the High Yield and Bank Loan team are supported by the Fixed Income Strategy Group (the “FISG”), which comprises the senior members of the GSAM Global Fixed Income and Liquidity Solutions Team. The FISG provides direction, context and oversight for the team to work within. The FISG will consider global growth, inflation, interest rates amongst other inputs to deliver a macro backdrop for the investment strategy teams. The FISG’s members average over 23 years of experience and more than 14 years at GSAM as of December 31, 2024.

Investments

GSCR holds primarily directly originated, first lien senior secured, floating rate debt of companies located primarily in the United States and, to a lesser extent, in non-U.S. jurisdictions. GSCR also invests, to a lesser

 

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extent, in broadly syndicated loans, second lien loans, unsecured, subordinated or PIK debt and equity and equity-like instruments. GSCR also invests a portion of GSCR’s portfolio in more liquid credit investments, such as broadly syndicated loans and other fixed-income securities, to provide the portfolio with additional liquidity.

GSCR invests primarily in private companies based in the United States, but GSCR also invests, to a lesser extent, in non-U.S. based companies (subject to compliance with BDC requirements to invest at least 70% of GSCR’s assets in U.S. companies). GSCR focuses its lending across a spectrum of directly sourced opportunities in companies ranging from lower middle market to large capitalization in size. GSCR may invest in companies of any size or capitalization. GSCR generally leads the origination of GSCR’s investments as the primary lender, and GSCR may participate in club deals (which are generally investments made by a small group of firms). Subject to the limitations of the Investment Company Act, GSCR may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other Goldman Sachs credit funds or affiliates. GSCR also invests alongside institutional and retail-focused private credit Accounts, which may include proprietary accounts of Goldman Sachs. In addition, GSCR expects to acquire or originate revolving credit facilities from time to time in connection with GSCR’s investments in other assets.

As of December 31, 2024, GSCR’s portfolio (which term does not include GSCR’s investments in money market funds, if any) on a fair value basis, was comprised of approximately 99.9% secured debt investments (99.9% in first lien debt (including 3.6% in first lien/last-out unitranche loans), 0.0% in preferred stock and 0.1% in common stock.

In the future, GSCR may also securitize a portion of GSCR’s investments in any or all of GSCR’s assets. GSCR expects that GSCR’s primary use of funds will be to make investments in portfolio companies, distribute cash to holders of GSCR’s Shares and pay GSCR’s operating expenses, including debt service to the extent GSCR borrows or issue senior securities to fund GSCR’s investments.

In certain circumstances, GSCR and other Accounts (which may include proprietary accounts of Goldman Sachs) can make negotiated co-investments pursuant to an exemptive order from the SEC permitting GSCR to do so. On May 21, 2025, the SEC granted exemptive relief (the “Relief”) to GSAM, the GS BDCs, and certain other affiliated applicants, which superseded the prior co-investment exemptive relief received on November 16, 2022, as amended on June 25, 2024 (the “Prior Relief”). If GSAM forms other funds in the future, GSCR may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. Any such co-investments are subject to the applicable conditions of the Relief. Under the Relief, expenses of a single Account will be covered by that Account alone if those expenses were incurred solely by that Account due to its unique circumstances, such as legal and compliance expenses. Under the terms of the Relief a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the GSCR Independent Directors must reach certain conclusions in connection with certain co-investment transactions, including co-investment transactions in which an affiliate of GSCR is an existing investor in the portfolio company, non-pro rata incremental investments and non-pro rata dispositions of investments, and the GSCR Board is required to maintain oversight of GSCR’s participation in the co-investment program. As a result of the Relief, there could be significant overlap in GSCR’s investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs.

Investment Criteria

GSCR seeks to manage GSCR’s portfolio for income distribution, capital preservation and capital appreciation. GSCR’s evaluation and management of directly originated investments is subject to a process framework that applies to all opportunities across the GSAM Private Credit Team. Sourcing, investment diligence, approvals and ultimately investment management are undertaken across the GSAM Private Credit Team in a manner that emphasizes governance and oversight of deal teams to ensure that opportunities are in line

 

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with GSCR’s investing philosophy and objectives. GSCR’s process draws on the expertise of GSCR’s seasoned team as well as other subject matter experts, including legal, tax, compliance, environmental, and other stakeholders.

With respect to opportunity identification and diligence, the criteria outlined below provide general guidelines for the companies in which GSCR may seek to invest, though not all of these criteria may be met by each prospective portfolio company in which GSCR chooses to invest. Generally, GSCR seeks to use GSCR’s experience and access to market information to identify investment candidates and to structure investments efficiently and effectively.

 

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Strong and defensible competitive market position. GSCR seeks to invest in companies that have developed leading market positions within their respective markets and are well-positioned to capitalize on growth opportunities. GSCR also seeks companies that GSCR believes demonstrate significant competitive advantages versus their peers. GSCR believes such competitive advantages will help GSCR’s portfolio companies to preserve their market positions and profitability.

 

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Stable or growing revenues and free cash flow. GSCR seeks to invest in companies that GSCR believes will generate a steady stream of cash flow to pay interest (and ultimately principal) on GSCR’s investments. GSCR evaluates companies’ historical revenue, margin and cash flow profiles to inform GSCR’s forecasts and understand how GSCR’s investments would be repaid. GSCR considers factors including revenue drivers, fixed and variable costs, and unit level economics.

 

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Experienced and well-regarded management teams. GSCR generally seeks to invest in companies GSCR believes have experienced, well-regarded management teams. GSCR conducts background checks, inquires about prior lending relationships, often seeks references, and prefers that the owners and management teams have capital invested in the business.

 

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Backed by reputable financial sponsors, as applicable. GSCR’s diligence of investment opportunities in companies backed by financial sponsors extends to the financial sponsors themselves; GSCR seeks to invest in companies backed by reputable financial sponsors with a history of value creation, although not all of GSCR’s investments will be in financial sponsor-backed companies.

 

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Viable exit strategies. GSCR seeks to invest in companies whose business models and expected future cash flows offer what GSCR believes to be attractive exit possibilities. Potential exits may include acquisition by other industry participants and / or initial public offerings of common stock or other capital markets transactions that could result in the repayment of GSCR’s investments.

GSCR’s due diligence process typically includes, but is not limited to: (i) review of historical and projected financial and operating performance; (ii) review of the capital structure; (iii) analysis of the business and industry in which GSCR operates; (iv) research relating to the portfolio company’s management, industry, markets, products and services and competitors; (v) on-site visits; (vi) interviews with company management of the potential portfolio company and industry experts; and (vii) background checks. GSCR’s underwriting process also emphasizes terms and document negotiation. GSCR typically include negative covenants (including but not limited to restrictions on incurring debt, incurring liens, and making restricted payments), affirmative covenants (including but not limited to financial reporting, notices of material events, and books and records) and financial maintenance covenants in the documents governing GSCR’s investments, as applicable. However, some of GSCR’s investments may be “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants.

GSAM may integrate environmental, social and governance (“ESG”) risk considerations within its process for originating loans and investing directly in credit obligations and related instruments. As part of its due diligence process, GSAM may consider, alongside other relevant factors, ESG risks, events or conditions that have or could have a material negative impact on the operating and performance metrics of these borrowers in the portfolio. Depending on the circumstances, examples of ESG risks can include physical environmental risks, climate change transition risks, supply chain disruptions, improper labor practices, lack of board diversity and

 

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corruption. GSAM may utilize proprietary research to assess ESG risks that are relevant to GSCR’s investment. In addition, GSAM may invest in a security or sector without integrating ESG considerations into its process for originating loans. No one factor or consideration is determinative in the investment process. GSAM may originate loans and invest directly in credit obligations and related instruments without integrating ESG risk considerations into its investment process.

Upon the completion of due diligence and finalizing investment structure, the deal team will seek approval to pursue the potential investment from the Private Credit Investment Committee or a subcommittee thereof, depending on deal characteristics, subject to any other internal or external approvals, as necessary. The members of the Private Credit Investment Committee do not receive separate compensation from GSCR or GSAM for serving on the Private Credit Investment Committee. Additional due diligence with respect to any investment may be conducted on GSCR’s behalf (and at GSCR’s expense) by attorneys prior to the closing of the investment, as well as other outside advisers, as appropriate.

Investment Structure

Once GSCR determines that a prospective portfolio company is suitable for investment, GSCR works with the management of that company and its other capital providers, including senior, junior and equity capital providers, to structure an investment. GSCR negotiates among these parties and seeks to use creative and flexible approaches to structure GSCR’s investment relative to the other capital in the portfolio company’s capital structure.

The loans in which GSCR invests generally pay floating interest rates based on a variable base rate. GSCR generally expects the senior secured loans, unitranche loans and senior secured bonds in which GSCR invests to have stated terms of five to eight years, and GSCR’s mezzanine, unsecured or subordinated debt investments may have stated terms of up to ten years, but will generally have an expected average life of between three and five years. However, there is no limit on the maturity or duration of the loans or securities GSCR may hold in GSCR’s portfolio. GSCR may also originate “covenant-lite” loans, which are loans with fewer financial maintenance covenants than other obligations, or no financial maintenance covenants. GSCR expects the loans and securities that GSCR purchases in the secondary market to have generally shorter remaining terms to maturity than newly issued investments.

GSCR also invests in “unitranche” loans, which are first lien loans that extend deeper in a borrower’s capital structure than traditional first lien debt and may provide for a waterfall of cash flow priority between different lenders in such loan. In a number of instances, GSCR may find another lender to provide the “first-out” portion of a unitranche loan while GSCR retains the “last-out” portion of such loan, in which case, the “first-out” portion of the loan would generally receive priority with respect to the payment of principal, interest and any other amounts due thereunder as compared to the “last-out” portion that GSCR would continue to hold. In exchange for taking greater risk of loss, the “last-out” portion generally earns a higher interest rate than the “first-out” portion of the loan. GSCR uses the term “mezzanine” to refer to debt that ranks senior in right of payment only to a borrower’s equity securities and ranks junior in right of payment to all of such borrower’s other indebtedness. GSCR may make multiple investments in the same portfolio company.

In the case of GSCR’s secured debt and unsecured debt, including mezzanine debt investments, GSCR seeks to tailor the terms of the investments to the facts and circumstances of the transactions and the prospective portfolio companies, negotiating a structure that seeks to protect GSCR’s rights and manage GSCR’s risk while creating incentives for the portfolio companies to achieve their business plan and improve their profitability. For example, in addition to seeking a senior position in the capital structure of GSCR’s portfolio companies, GSCR may seek to limit the downside potential of GSCR’s investments by (i) requiring a total return on GSCR’s investments (including both interest and potential equity appreciation) that compensates GSCR for credit risk; (ii) incorporating “put” rights and call protection into the investment structure; and (iii) negotiating covenants in connection with GSCR’s investments that afford GSCR’s portfolio companies as much flexibility in managing

 

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their businesses as possible, consistent with preservation of GSCR’s capital. Such covenants may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either observation or participation rights. GSCR may not be able to negotiate to get any or all of these protections with respect to GSCR’s investments. GSCR’s investments may include equity features, such as direct investments in the equity or convertible securities of portfolio companies or warrants or options to buy a minority interest in a portfolio company. Any warrants GSCR may receive with GSCR’s debt securities generally require only a nominal cost to exercise, so as a portfolio company appreciates in value, GSCR may achieve additional investment return from these equity investments. GSCR may structure the warrants to provide provisions protecting GSCR’s rights as a minority-interest holder, as well as puts, or rights to sell such securities back to GSCR, upon the occurrence of specified events. In many cases, GSCR may also obtain registration rights in connection with these equity investments, which may include demand and “piggyback” registration rights.

GSCR expects to hold most of GSCR’s investments to maturity or repayment but may sell certain investments earlier if a liquidity event takes place, such as the sale or refinancing of a portfolio company. GSCR also may turn over GSCR’s investments to better position the portfolio as market conditions change or to raise liquidity.

Allocation of Investment Opportunities

GSCR’s investment objectives and investment strategies are similar to those of other Accounts, and an investment opportunity appropriate for GSCR may also be appropriate for such other Accounts (which may include proprietary accounts of Goldman Sachs). This creates potential conflicts in allocating investment opportunities among GSCR and such other Accounts, particularly in circumstances where the availability of such investment opportunities is limited, where the liquidity of such investment opportunities is limited or where co-investments by GSCR and such other Accounts are not permitted under applicable law.

To address these and other potential conflicts, a selection of which are outlined below, GSAM has developed allocation policies and procedures that provide that personnel of GSAM making portfolio decisions for Accounts will make purchase and sale decisions and allocate investment opportunities among Accounts consistent with its fiduciary obligations. To the extent permitted by applicable law, these policies and procedures may result in the pro rata allocation of limited opportunities across eligible Accounts managed by a particular portfolio management team, but in many other cases the allocations may reflect numerous other factors as described below. There will be cases where certain Accounts receive an allocation of an investment opportunity when GSCR does not, and vice versa.

In some cases, due to information barriers that may be in place, other Accounts may compete with GSCR for specific investment opportunities without being aware that GSCR and the other Account are competing against each other. Goldman Sachs has a conflicts system in place in addition to these information barriers to identify potential conflicts early in the process and determine if an allocation decision needs to be made. If the conflicts system detects a potential conflict with respect to a particular investment opportunity, such investment opportunity will be assessed to determine whether it must be allocated to, or prohibited from being allocated to, a particular Account.

Personnel of GSAM involved in decision-making for Accounts may make allocation-related decisions in accordance with GSAM’s allocations policies and procedures for GSCR and Accounts by reference to one or more factors, including but not limited to: the strategy, objectives, guidelines and restrictions (including legal and regulatory restrictions) of potentially in-scope Accounts, as well as those Accounts’ current portfolios and investment horizons; strategic fit and other portfolio management considerations, including different desired levels of investment for different strategies; the expected future capacity of the potentially in-scope Accounts; cash and liquidity considerations; and the availability of other appropriate investment opportunities. GSAM may also consider reputational matters and other factors. The application of these considerations may cause differences in the portfolios and performance of different Accounts that have similar strategies. In addition, in

 

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some cases, GSAM may make investment recommendations to Accounts where the Accounts make the investment independently of GSAM, which may result in a reduction in the availability of the investment opportunity for other Accounts (including GSCR), irrespective of GSAM’s policies regarding allocation of investments. Additional information about GSAM’s allocation policies is set forth in Item 6 (“Performance-Based Fees and Side-by-Side Management-Side-by-Side Management of Advisory Accounts; Allocation of Opportunities”) of GSAM’s Form ADV.

GSAM, including the GSAM Private Credit Team, may develop and implement new trading strategies or seek to participate in new investment opportunities and strategies. These opportunities and strategies may not be employed in all Accounts even if the opportunity or strategy is consistent with the objectives of such Accounts.

During periods of unusual market conditions, GSAM may deviate from its normal trade allocation practices. For example, this may occur with respect to the management of unlevered and/or long-only Accounts that are typically managed on a side-by-side basis with levered and/or long-short Accounts.

GSCR may or may not receive opportunities referred by Goldman Sachs businesses and affiliates, but in no event does GSCR have any rights with respect to such opportunities. Subject to applicable law, including the Investment Company Act, such opportunities or any portion thereof may be offered to other Accounts, Goldman Sachs, certain of GSCR’s investors, or such other persons or entities as determined by Goldman Sachs in its sole discretion. GSCR will have no rights and will not receive any compensation related to such opportunities. Certain of such opportunities may be referred to GSCR by employees or other personnel of Goldman Sachs, or by third parties. If GSCR invests in any such opportunities, Goldman Sachs may be entitled, to the extent permitted by applicable law, including the limitations set forth in Section 57(k) of the Investment Company Act, to receive compensation from GSCR or from the borrowers in connection with such investments. Any compensation GSCR pays in connection with such referrals will be an operating expense and will accordingly be borne by GSCR (and will not serve to offset any management fee or incentive fee payable to GSAM).

In connection with certain of GSCR’s investments, GSAM may determine that the appropriate amount to allocate to GSCR and other Accounts may be less than the full amount of the investment opportunity, due to considerations related to, among other things, diversification, portfolio management, leverage management, investment profile, risk tolerance or other exposure guidelines or limitations, cash flow or other considerations. In such situations, “excess amounts” that can be allocated may be offered to other persons or entities. Subject to applicable law, such opportunities may be structured as an investment alongside GSCR or as a purchase of a portion of the investment from GSCR (through a syndication, participation or otherwise).

In all cases, subject to applicable law, GSAM has broad discretion in determining to whom and in what relative amounts to offer such opportunities, and factors GSAM may take into account, in its sole discretion, include whether such potential recipient is able to assist or provide a benefit to GSCR in connection with the potential transaction or otherwise, whether GSAM believes the potential recipient is able to execute a transaction quickly, whether the potential recipient is expected to provide expertise or other advantages in connection with a particular investment, whether GSAM is aware of such potential recipient’s expertise or interest in these types of opportunities generally or in a subset of such opportunities or, the potential recipient’s target investment sizing. Recipients of these opportunities may, in accordance with applicable law, include one or more of GSCR’s investors, one or more investors in other funds managed by the GSAM Private Credit Team, clients or potential clients of Goldman Sachs, or funds or Accounts established for any such persons. These opportunities may give rise to potential conflicts of interest. These opportunities will be offered to the recipients thereof on such terms as GSAM determines in its sole discretion, subject to applicable law, including on a no-fee basis or at prices higher or lower than those paid by GSCR. As a result of these and other reasons, returns with respect to an opportunity may exceed investors’ returns with respect to GSCR’s investment in the same opportunity.

Transactions with affiliates. GSCR is prohibited under the Investment Company Act from participating in certain transactions with GSCR’s affiliates without the prior approval of the GSCR Independent Directors and, in

 

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some cases, of the SEC. Any person that owns, directly or indirectly, five percent or more of GSCR’s outstanding voting securities will be an affiliate of GSCR for purposes of the Investment Company Act, and GSCR is generally prohibited from buying or selling any assets from or to, or entering into, certain “joint” transactions (which could include investments in the same portfolio company) with such affiliates, absent the prior approval of the GSCR Independent Directors. GSAM and its affiliates, including persons that control, or are under common control with, GSCR or GSAM, are also considered to be GSCR’s affiliates under the Investment Company Act, and GSCR is generally prohibited from buying or selling any assets from or to, or entering into “joint” transactions with, such affiliates without exemptive relief from the SEC.

Co-Investments Alongside Goldman Sachs and Other Accounts, and the Relief. Subject to applicable law, GSCR may invest alongside Goldman Sachs and other Accounts. The staff of the SEC has issued no-action relief permitting GSCR to purchase a single class of privately placed securities alongside Goldman Sachs and other Accounts, provided that GSAM negotiates no term other than price and certain other conditions are met. In certain circumstances, GSCR and such other Accounts (which may include proprietary accounts of Goldman Sachs) can make negotiated co-investments pursuant to an exemptive order from the SEC permitting GSCR to do so. On May 21, 2025, the SEC granted the Relief to GSAM, the GS BDCs, and certain other affiliated applicants, which superseded the Prior Relief. If GSAM forms other funds in the future, GSCR may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. Any such co-investments are subject to the applicable conditions of the Relief. Under the Relief, expenses of a single Account will be covered by that Account alone if those expenses were incurred solely by that Account due to its unique circumstances, such as legal and compliance expenses. Under the terms of the Relief, a “required majority” (as defined in Section 57(o) of the Investment Company Act) of the GSCR Independent Directors must reach certain conclusions in connection with certain co-investment transactions, including co-investment transactions in which an affiliate of GSCR is an existing investor in the portfolio company, non-pro rata incremental investments and non-pro rata dispositions of investments, and the GSCR Board is required to maintain oversight of GSCR’s participation in the co-investment program.

If GSAM identifies an investment and GSCR is unable to rely on the Relief for that particular opportunity, GSAM will be required to determine which Accounts should make the investment at the potential exclusion of other Accounts. In such circumstances, GSAM will adhere to its investment allocation policy in order to determine the Account to which to allocate investment opportunities. Accordingly, it is possible that GSCR may not be given the opportunity to participate in investments made by other Accounts.

GSCR may invest alongside other Accounts advised by GSAM and its affiliates in certain circumstances where doing so is consistent with applicable law and SEC staff guidance and interpretations. For example, GSCR may invest alongside such Accounts consistent with guidance promulgated by the staff of the SEC permitting GSCR and such other Accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that GSAM, acting on GSCR’s behalf and on behalf of its other clients, negotiates no term other than price. GSCR may also invest alongside GSAM’s other clients as otherwise permissible under SEC staff guidance and interpretations, applicable regulations and the allocation policy of GSAM.

Expenses are generally allocated to Accounts (including to GSCR) based on whose behalf the expenses are incurred. Where GSCR and one or more other Accounts participate in a particular investment or collectively incur other expenses, GSAM generally allocates investment-related and other expenses in a manner GSAM determines to be fair and equitable, which may be pro rata or on a different basis.

GSCR and other Accounts may contract for and incur expenses in connection with certain services provided by third parties, including valuation agents, rating agencies, attorneys, accountants and other professional service providers, while other Accounts that did not contract for such services may not incur such expenses even though they directly or indirectly receive benefit from such services. For example, the work of valuation firms retained by GSCR at the request of the GSCR Board benefit certain Accounts that invest in the same assets as GSCR, but because such other Accounts did not request such services, they are not allocated any costs associated therewith.

 

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While it is generally expected that the Accounts requesting third-party services will bear the full expense associated therewith, GSAM may in its sole discretion determine to bear the portion of such expenses that would be allocable to the non-requesting Accounts had such Accounts requested the services.

Market Opportunity

GSCR believes the market opportunity for direct origination of private credit is significant and attractive. GSCR expects the following factors to drive demand for private credit:

 

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Future Senior Secured Debt Maturities. According to LCD News, as of December 31, 2024, approximately $867 billion of leveraged loans in North America and Europe outstanding will mature by 2029, which is expected to drive significant new debt issuance in the coming years. According to Preqin, as of December 31, 2024, the global private credit market represents $1.7 trillion in assets under management and now eclipses the global $2.6 trillion and $1.7 trillion market values of the Bloomberg USD HY Corporate Index and the Morningstar LSTA Leveraged Loan Index, respectively.

 

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Increasing Financial Sponsor Activity, as Indicated by Amount of Private Equity Capital Raised and “Dry Powder” Available for Investment. Private equity fundraising has increased considerably since the most recent low in 2010 and, as of December 31, 2024, private equity dry powder was at its highest level since the great financial crisis, with, according to Preqin data as of December 2024, over $1.0 trillion of committed buyout private equity capital available to fund new leveraged buyout (“LBO”) transactions (including global buyout fundraising). GSCR expects this substantial pool of investment capital to drive strong levels of sponsor-led buyout activity, which, in turn, will fuel demand for private credit, including senior secured debt.

 

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Changes in Business Strategy by Banks Further Reducing the Supply of Capital to Private Companies. The trend of consolidation of regional banks into money center banks has reduced the focus of these businesses on private lending. Money center banks traditionally focus on lending and providing other services to large listed corporate clients to whom they can deploy larger amounts of capital more efficiently. The GSAM Private Credit Team believes that this has resulted in fewer bank lenders to U.S. private companies and reduced the availability of debt capital to the companies that GSCR expects to target.

 

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Advantageous Positioning of Direct Lenders. GSCR anticipates additional borrowing needs as LBO and corporate acquisition activity continues. At the same time, GSCR expects several factors to limit borrowers’ ability to issue senior secured debt in the syndicated credit markets, including regulatory constraints, the overall health of and outlook for the economy, volatility in end markets exposed to commodity price fluctuations and idiosyncratic events impacting specific industry sectors. Each of these factors may contribute to overall credit market volatility and dislocation. As a result, senior secured debt market participants, including banks, may become less willing to provide attractive syndicated loans to borrowers. GSCR believes that GSCR is well-positioned to provide financing in response to the next wave of maturities and can provide attractive financing alternatives if banks elect to reduce their exposure to senior secured debt.

 

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Increase in Size and Frequency of Private Market Transactions. Private credit demand has continued to broaden as a source of financing for LBO and non-LBO transactions. According to LCD, 198 LBO and 645 non-LBO transactions were financed by private credit compared to 39 LBO and 492 non-LBO transactions by broadly-syndicated loans in the first nine months of 2024.

 

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Barriers to Entry for New Lending Platforms. While the private market is a very large component of the U.S. economy, it is a highly fragmented space with thousands of companies operating in many different geographies and industries. Typically, companies that need capital find lenders and investors based on pre-existing relationships, referrals and word of mouth. Developing the many relationships and widespread recognition required to become source of capital is a time consuming, highly resource-intensive endeavor. As a result, the GSAM Private Credit Team believes that it is difficult for new

 

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lending platforms to successfully enter the private market, thereby providing insulation from rapid shifts in the supply of capital to the private market that might otherwise disrupt pricing of capital.

Competitive Advantages

GS Group Inc. is a leading global financial institution that provides a broad range of financial services to a substantial and diversified client base, including companies and high-net-worth individuals, among others. The firm is headquartered in New York and maintains offices across the United States and in all major financial centers around the world. Goldman Sachs, with approximately $3.1 trillion in firmwide assets under supervision as of December 31, 2024, provides investment management services to a diverse set of clients worldwide, including private institutions, public entities and individuals.

Within GSAM, the GSAM Private Credit Team is the primary center for private credit investing. Since 1996, the GSAM Private Credit Team and its predecessors have invested over $209 billion, leveraging the GSAM Private Credit Team’s deep expertise and long-standing relationships with financial sponsors, companies, investors, entrepreneurs and financial intermediaries globally. The GSAM Private Credit Team invests across senior credit, mezzanine, hybrid capital and asset finance strategies and has significant experience investing in debt instruments across industries, geographic regions, economic cycles and financing structures.

GSCR believes GSCR’s competitive advantages and strengths include: (i) alignment of interest between GSCR and the Goldman Sachs private credit platform through side by side investments alongside institutional and retail-focused private credit Accounts, which may include proprietary accounts of Goldman Sachs, (ii) the GSAM Private Credit Team’s embeddedness within Goldman Sachs, given the associated relationship, sourcing and expertise advantages, (iii) the GSAM Private Credit Team’s experience and breadth as an investor, (iv) the GSAM Private Credit Team’s experienced team and history of investment performance and (v) the GSAM Private Credit Team’s depth, breadth and duration of relationships with financial sponsors, companies, borrowers and other industry participants.

Operating and Regulatory Structure

GSCR has elected to be treated as a BDC under the Investment Company Act. As a BDC, GSCR is generally prohibited from acquiring assets other than qualifying assets unless, after giving effect to any acquisition, at least 70% of GSCR’s total assets are qualifying assets. Qualifying assets generally include securities of eligible portfolio companies, cash, cash equivalents, U.S. government securities and high-quality debt instruments maturing in one year or less from the time of investment. Under the rules of the Investment Company Act, “eligible portfolio companies” include (i) private U.S. operating companies, (ii) public U.S. operating companies whose securities are not listed on a national securities exchange (e.g., the New York Stock Exchange (the “NYSE”)) or registered under the Exchange Act, and (iii) public U.S. operating companies having a market capitalization of less than $250 million. Public U.S. operating companies whose securities are quoted on the over-the-counter bulletin board and through OTC Markets are not listed on a national securities exchange and therefore are eligible portfolio companies. In addition, GSCR currently are an “emerging growth company,” as defined in the Jumpstart GSCR’s Business Startups Act (the “JOBS Act”).

GSCR has elected to be treated as a RIC under Subchapter M of the Code, commencing with GSCR’s taxable year ended December 31, 2023, and GSCR expects to qualify for tax treatment as a RIC annually thereafter. As a RIC, GSCR generally will not be required to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that GSCR timely distributes to GSCR’s stockholders as dividends if GSCR meets certain source of income, distribution and asset diversification requirements. GSCR intends to timely distribute to GSCR’s stockholders substantially all of GSCR’s annual taxable income for each year, except that GSCR may retain certain net capital gains for reinvestment and GSCR may choose to carry forward taxable income for distribution in the following year and pay any applicable tax. In addition, the distributions GSCR pays to GSCR’s stockholders in a year may exceed GSCR’s net ordinary income and capital gains for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes.

 

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Ongoing Relationships with Portfolio Companies

Monitoring

GSAM monitors GSCR’s portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. GSAM has several methods of evaluating and monitoring the performance and fair value of GSCR’s investments, which may include the following:

 

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assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

 

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periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

 

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comparisons to GSCR’s other portfolio companies in the industry, if any;

 

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attendance at and participation in board meetings or presentations by portfolio companies; and

 

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review of monthly and quarterly financial statements and financial projections of portfolio companies.

As part of the monitoring process, GSAM also employs an investment rating system to categorize GSCR’s investments. In addition to various risk management and monitoring tools, GSAM grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to GSCR’s initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The grading system is as follows:

 

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Grade 1 investments involve the least amount of risk to GSCR’s initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;

 

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Grade 2 investments involve a level of risk to GSCR’s initial cost basis that is similar to the risk to GSCR’s initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to GSCR’s ability to ultimately recoup the cost of GSCR’s investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;

 

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Grade 3 investments indicate that the risk to GSCR’s ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and

 

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Grade 4 investments indicate that the risk to GSCR’s ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that GSCR will not recoup GSCR’s initial cost basis and may realize a substantial loss of GSCR’s initial cost basis upon exit.

GSAM grades the investments in GSCR’s portfolio at least quarterly, and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, GSAM enhances its level of scrutiny over the monitoring of such portfolio company.

Managerial Assistance

As a BDC, GSCR must offer, and must provide upon request, significant managerial assistance to certain of GSCR’s eligible portfolio companies within the meaning of Section 55 of the Investment Company Act. This

 

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assistance could involve, among other things, monitoring the operations of GSCR’s portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. GSAM or an affiliate thereof may provide such managerial assistance on GSCR’s behalf to portfolio companies that request such assistance. GSCR may receive fees for these services.

Competition

GSCR generally has two sources of competition—the syndicated loan market and other private credit investors.

GSCR’s platform’s ability to hold large sized investments on a “buy and hold” basis as an alternative to a syndicated loan solution provides borrowers with numerous benefits, including customized financings, greater certainty of pricing and closing, speed of execution, ability to make long-dated commitments and on-going support post-close. Furthermore, GSCR’s willingness to serve as a significant lender across market environments, particularly during periods of market volatility and dislocation, is valuable to lenders considering syndicated solutions that would be subject to loan market dynamics.

With respect to other private credit investors, GSCR’s primary competitors invest in directly originated, first lien senior secured, floating rate debt of private companies and include other BDCs, commercial and investment banks, commercial financing companies, private funds, including hedge funds, and, to the extent they provide an alternative form of financing, private equity funds. Some of GSCR’s existing and potential competitors may have certain advantages including lower cost of funds and access to funding sources that are not available to GSCR.

In addition, some of GSCR’s competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than GSCR. Furthermore, many of GSCR’s competitors are not subject to the regulatory restrictions that the Investment Company Act imposes on GSCR as a BDC and that the Code imposes on GSCR as a RIC.

While GSCR expects to use the industry information of GSAM’s investments professionals to which GSCR has access to assess investment risks and determine appropriate pricing for GSCR’s investments in portfolio companies, GSCR does not seek to compete primarily based on the interest rates GSCR offer, and GSAM believes that some of GSCR’s competitors may make loans with interest rates that are comparable to or lower than the rates GSCR offer. Rather, GSCR competes with its peers based on GSCR’s reputation in the market, GSCR’s existing investment platform, the seasoned investment professionals of GSAM, GSCR’s experience and focus on directly originated senior secured corporate credit, GSCR’s disciplined investment philosophy, its extensive industry focus and relationships and GSCR’s flexible transaction structuring.

Staffing

GSCR does not currently have any employees and does not expect to have any employees. Services necessary to execute GSCR’s business are provided by individuals who are employees of GSAM or its affiliates pursuant to the terms of its investment management agreement with GSAM, dated as of March 20, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “GSCR Investment Management Agreement”). Each of GSCR’s executive officers described under “Management of the Fund” is employed by GSAM or its affiliates. GSCR’s day-to-day investment operations are managed by GSAM pursuant to an investment management agreement. The services necessary for the sourcing of GSCR’s investment portfolio are provided by investment professionals employed by GSAM. The investment team will focus on origination and transaction development and the ongoing monitoring of GSCR’s investments.

 

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Properties

GSCR does not own any real estate or other properties materially important to GSCR’s operations. GSCR’s principal executive offices are located at 200 West Street, New York, New York 10282 and GSCR’s telephone number is (312) 655-4419. GSCR believes that GSCR’s office facilities are suitable and adequate for GSCR’s business as it is contemplated to be conducted.

Legal Proceedings

GSCR and GSAM are not currently subject to any material legal proceedings, although GSCR may, from time to time, be involved in litigation arising out of operations in the normal course of business or otherwise.

GSCR’s Administrator

Pursuant to GSCR’s Amended and Restated Administration Agreement, dated January 26, 2023 (the “GSCR Administration Agreement”), State Street Bank and Trust Company (the “GSCR Administrator”) is responsible for providing various accounting and administrative services to GSCR. The GSCR Administrator is entitled to fees as described in “—GSCR Administration Agreement.” To the extent that GSCR’s Administrator outsources any of its functions, the GSCR Administrator will pay any compensation associated with such functions. See “—GSCR Administration Agreement.”

Distribution Reinvestment Plan

GSCR has adopted a distribution reinvestment plan (the “DRIP”), pursuant to which GSCR reinvests all distributions declared by the GSCR Board on behalf of GSCR’s stockholders who do not elect to receive their distributions in cash. As a result, if the GSCR Board authorizes, and GSCR declares, a cash distribution or other distribution, then GSCR’s stockholders who have not opted out of GSCR’s DRIP will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash distribution or other distribution.

Regulation

GSCR has elected to be treated as a BDC under the Investment Company Act. As with other companies regulated by the Investment Company Act, a BDC must adhere to certain substantive regulatory requirements. The Investment Company Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the Investment Company Act. In addition, the Investment Company Act provides that GSCR may not change the nature of its business so as to cease to be, or to withdraw its election as, a BDC unless approved by a majority of GSCR’s outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the Investment Company Act as the vote: (i) of 67% or more of the voting securities present at such meeting, if the holders of more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (ii) of more than 50% of the outstanding voting securities of such company, whichever is less.

Any issuance of preferred shares must comply with the requirements of the Investment Company Act. The Investment Company Act requires, among other things, that (1) immediately after issuance and before any dividend or other distribution is made with respect to GSCR’s Shares and before any purchase of Shares is made, such preferred shares together with all other senior securities must not exceed an amount equal to 50% of GSCR’s total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of preferred shares, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends on such preferred shares are in arrears by two full years or more. Certain other matters under the Investment Company Act require a separate class vote of the holders of

 

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any issued and outstanding preferred shares. For example, holders of preferred shares would be entitled to vote separately as a class from the holders of Shares on a proposal involving a plan of reorganization adversely affecting such securities.

GSCR may invest up to 100% of its assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, GSCR may, for the purpose of public resale, be deemed an “underwriter” as that term is defined under the Securities Act. As such, GSCR would be prospectively liable for any material misstatements or omissions made by GSCR in connection with any resale of such securities. GSCR may purchase or otherwise receive warrants, which offer an opportunity (not a requirement) to purchase common stock of a portfolio company in connection with an acquisition financing or other investments. Similarly, GSCR may acquire rights that obligate an issuer of acquired securities or their affiliates to repurchase the securities at certain times, under certain circumstances. GSCR does not intend to acquire securities issued by any investment company whereby its investment would exceed the limits imposed by the Investment Company Act. Under these limits, GSCR generally cannot (1) acquire more than 3% of the total outstanding voting stock of any registered investment company, (2) invest more than 5% of the value of its total assets in the securities of one registered investment company or (3) invest more than 10% of the value of its total assets in the securities of registered investment companies in general. These limitations do not apply where GSCR acquires interests in a money market fund as long as GSCR does not pay a sales charge or service fee in connection with the purchase. With respect to the portion of GSCR’s portfolio invested in securities issued by investment companies, it should be noted that such investments might subject GSCR’s stockholders to additional expenses. None of GSCR’s policies described above are fundamental and each such policy may be changed without stockholder approval, subject to any limitations imposed by the Investment Company Act.

Private funds that are excluded from the definition of “investment company” pursuant to either Section 3(c)(1) or 3(c)(7) of the Investment Company Act and certain other unregistered investment companies are also subject to certain of the limits under the Investment Company Act noted above. Specifically, except as otherwise permitted under the Investment Company Act, such private funds and other unregistered investment companies may not acquire directly or through a controlled entity more than 3% of GSCR’s total outstanding voting stock other than in accordance with the Investment Company Act (measured at the time of the acquisition, including through conversion of convertible securities). Investment companies registered under the Investment Company Act and BDCs are also subject to this restriction as well as other regulatory limitations that restrict the amount that they are able to invest in GSCR’s securities. As a result, certain investors may be precluded from acquiring additional shares at a time that they might desire to do so.

Qualifying Assets

Under the Investment Company Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the Investment Company Act, which are referred to as “qualifying assets,” unless, at the time the acquisition is made, qualifying assets (not including certain assets specified in the Investment Company Act) represent at least 70% of GSCR’s total assets. The principal categories of qualifying assets relevant to GSCR’s proposed business are the following:

 

(1)

Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding thirteen months an affiliated person of an eligible portfolio company, or from any other person, subject to such rules and regulations as may be prescribed by the SEC. An eligible portfolio company is defined in the Investment Company Act as any issuer that:

 

a.

is organized under the laws of, and has its principal place of business in, the United States;

 

b.

is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the Investment Company Act; and

 

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c.

satisfies any of the following:

 

i.

does not have any class of securities listed on a national securities exchange or has a class of securities listed on a national securities exchange but has an aggregate market value of outstanding common equity of less than $250 million;

 

ii.

is controlled by a BDC or a group of companies including a BDC, and the BDC has an affiliated person who is a director of the eligible portfolio company; or

 

iii.

is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.

 

(2)

Securities of any eligible portfolio company that GSCR controls.

 

(3)

Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

 

(4)

Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and GSCR already owns at least 60% of the outstanding equity of the eligible portfolio company.

 

(5)

Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of options, warrants or rights relating to such securities.

 

(6)

Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

Managerial Assistance to Portfolio Companies

A BDC must be organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above under “-Qualifying Assets.” However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must also either control the issuer of the securities or offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance (as long as the BDC does not make available significant managerial assistance solely in this fashion). Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

Temporary Investments

As a BDC, pending investment in other types of “qualifying assets,” as described above, GSCR’s investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which GSCR refers to, collectively, as temporary investments, so that 70% of GSCR’s assets are qualifying assets. GSCR may invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as GSCR, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of its assets that may be invested in such repurchase

 

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agreements. However, if more than 25% of GSCR’s total assets constitute repurchase agreements from a single counterparty, GSCR would generally not meet the asset diversification requirements in order to qualify as a RIC for U.S. federal income tax purposes. Thus, GSCR does not intend to enter into repurchase agreements with a single counterparty in excess of this limit. GSAM will monitor the creditworthiness of the counterparties with which GSCR enters into repurchase agreement transactions.

Indebtedness and Senior Securities

As a BDC, GSCR is permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares of stock senior to its common stock if its asset coverage ratio, as defined under the Investment Company Act, is at least equal to 150%, immediately after each such issuance. The Small Business Credit Availability Act modified the applicable provisions of the Investment Company Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150%, subject to certain approval and disclosure requirements. GSCR’s Board and Initial Member approved the application of the 150% asset coverage ratio to GSCR in accordance with the requirements of the Investment Company Act. While the leverage GSCR employs may be greater or less than these levels from time to time, GSCR intends to comply with the limitations set forth in the Investment Company Act, which currently allows GSCR to borrow up to $2 of debt for each $1 of equity. In addition, except in limited circumstances, while any indebtedness and senior securities remain outstanding, GSCR must make provisions to prohibit any distribution to its stockholders or the repurchase of such securities or stock unless GSCR meets the applicable asset coverage ratios at the time of the distribution or repurchase. GSCR may also borrow amounts up to 5% of the value of its total assets for temporary or emergency purposes without regard to asset coverage. A loan is presumed to be made for temporary purposes if it is repaid within 60 days and is not extended or renewed; otherwise, it is presumed to not be for temporary purposes.

Code of Ethics

GSCR has adopted a Code of Ethics in compliance with Section 17j-1 under the Investment Company Act, and GSCR has also approved its Adviser’s Code of Ethics that it adopted in accordance with Rule 17j-1 and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). These Codes of Ethics establish, among other things, procedures for personal investments and restrict certain personal securities transactions, including transactions in securities that are held by GSCR. Personnel subject to each code may invest in securities for their personal investment accounts, so long as such investments are made in accordance with the code’s requirements. The Codes of Ethics are available on the EDGAR Database on the SEC’s internet site at http://www.sec.gov. Copies may also be obtained by electronic request to publicinfo@sec.gov.

Proxy Voting Policies and Procedures

GSCR has delegated the voting of portfolio securities to its Adviser. For client accounts for which GSAM has voting discretion, GSAM has adopted policies and procedures (the “Proxy Voting Policy”) for the voting of proxies. Under the Proxy Voting Policy, GSAM’s guiding principles in performing proxy voting are to make decisions that favor proposals that tend to maximize a company’s stockholder value and are not influenced by conflicts of interest. To implement these guiding principles for investments in publicly traded equities, GSAM has developed customized proxy voting guidelines (the “Guidelines”) that it generally applies when voting on behalf of client accounts. These Guidelines address a wide variety of individual topics, including, among other matters, stockholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers, issues of corporate social responsibility and various stockholder proposals.

The Proxy Voting Policy, including the Guidelines, is reviewed periodically to assure that it continues to be consistent with GSAM’s guiding principles. The Guidelines embody the positions and factors GSAM generally considers important in casting proxy votes.

GSAM has retained a third-party proxy voting service (the “Proxy Service”), currently Institutional Shareholder Services, to assist in the implementation and administration of certain proxy voting-related functions

 

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including operational, recordkeeping, and reporting services. The Proxy Service also prepares a written analysis and recommendation (a “Recommendation”) of each proxy vote that reflects the Proxy Service’s application of the Guidelines to particular proxy issues. While it is GSAM’s policy generally to follow the Guidelines and Recommendations from the Proxy Service, GSAM’s portfolio management teams may, on certain proxy votes, seek approval to diverge from the Guidelines or a Recommendation by following an “override” process. Such decisions are subject to a review and approval process, including a determination that the decision is not influenced by any conflict of interest. A portfolio management team that receives approval through the override process to cast a proxy vote that diverges from the Guidelines and/or a Recommendation may vote differently than other portfolio management teams that did not seek to override the vote. In forming their views on particular matters, the portfolio management teams are also permitted to consider applicable regional rules and practices, including codes of conduct and other guides, regarding proxy voting, in addition to the Guidelines and Recommendations. GSAM may hire other service providers to replace or supplement the Proxy Service with respect to any of the services its Adviser currently receives from the Proxy Service.

From time to time, GSAM may face regulatory, compliance, legal or logistical limits with respect to voting securities that it may purchase or hold for client accounts, which can affect GSAM’s ability to vote such proxies, as well as the desirability of voting such proxies. Among other limits, federal, state and foreign regulatory restrictions or company specific ownership limits, as well as legal matters related to consolidated groups, may restrict the total percentage of an issuer’s voting securities that GSAM can hold for clients and the nature of GSAM’s voting in such securities. GSAM’s ability to vote proxies may also be affected by, among other things: (i) late receipt of meeting notices; (ii) requirements to vote proxies in person; (iii) restrictions on a foreigner’s ability to exercise votes; (iv) potential difficulties in translating the proxy; (v) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions; and (vi) requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the stockholder meeting.

GSAM conducts periodic due diligence meetings with the Proxy Service which include a review of the Proxy Service’s general organizational structure, new developments with respect to research and technology, work-flow improvements and internal due diligence with respect to conflicts of interest.

GSAM has adopted policies and procedures designed to prevent conflicts of interest from influencing the proxy voting decisions that GSAM makes on behalf of a client account and to help assure that such decisions are made in accordance with GSAM’s fiduciary obligations to its clients. These policies and procedures include GSAM’s use of the Guidelines and Recommendations from the Proxy Service, the override approval process previously discussed, and the establishment of information barriers between GSAM and other Goldman Sachs’ businesses. Notwithstanding such proxy voting policies and procedures, actual proxy voting decisions of GSAM may have the effect of benefitting the interest of other clients or businesses of other divisions or units of Goldman Sachs and/or its affiliates; provided that its Adviser believes such voting decisions to be in accordance with its fiduciary obligations.

Voting decisions with respect to fixed income securities and the securities of privately held issuers generally will be made by GSAM based on its assessment of the particular transactions or other matters at issue.

Information regarding how GSCR votes proxies relating to portfolio securities is available upon request by writing to Goldman Sachs Private Credit Corp., Attention: Alternatives Capital Formation, Investor Relations, 200 West Street, New York, New York 10282.

Privacy Principles

The following information is provided to help investors understand what personal information GSCR collects, how GSCR protects that information and why, in certain cases, GSCR may share information with select other parties.

 

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GSCR generally will not receive any nonpublic personal information relating to stockholders who purchase its Shares. GSCR may collect nonpublic personal information regarding its existing investors from sources such as subscription agreements, investor questionnaires and other forms; individual investors’ account histories; and correspondence between GSCR and individual investors. GSCR may share information that GSCR collects regarding an investor with its affiliates and the employees of such affiliates for everyday business purposes, for example, to service the investor’s accounts and, unless an investor opts out, provide the investor with information about other products and services offered by GSCR or its affiliates that may be of interest to the investor. In addition, GSCR may disclose information that GSCR collects regarding investors to third parties who are not affiliated with GSCR (i) as authorized by GSCR’s investors in investor subscription agreements or GSCR’s organizational documents; (ii) as required by applicable law or in connection with a properly authorized legal or regulatory investigation, subpoena or summons, or to respond to judicial process or government regulatory authorities having property jurisdiction; (iii) as required to fulfill investor instructions; or (iv) as otherwise permitted by applicable law to perform support services for investor accounts or process investor transactions with GSCR or its affiliates.

Any party not affiliated with GSCR that receives nonpublic personal information relating to investors from GSCR is required to adhere to confidentiality agreements and to maintain appropriate safeguards to protect investor information. Additionally, for GSCR’s officers, employees and agents of GSCR and its affiliates, access to such information is restricted to those who need such access to provide services to GSCR and investors. GSCR maintains physical, electronic and procedural safeguards to seek to guard investor nonpublic personal information.

Other

As a BDC, the SEC will periodically examine GSCR for compliance with the Investment Company Act.

GSCR is required to provide and maintain a bond issued by a reputable fidelity insurance company, in order to protect against larceny and embezzlement, covering each of its officers and employees, who may singly, or jointly with others, have access to GSCR’s securities or funds. Furthermore, as a BDC, GSCR is prohibited from protecting any director, officer, investment adviser or underwriter against any liability to GSCR or its stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

GSCR and GSAM are each required to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation and designate a chief compliance officer to be responsible for administering the policies and procedures.

Compliance with the Sarbanes-Oxley Act

The Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements affect GSCR. For example,

 

•

GSCR’s principal executive officer and principal financial officer must certify the accuracy of the financial statements contained in GSCR’s periodic reports;

 

•

GSCR’s periodic reports must disclose the conclusions of GSCR’s principal executive and principal financial officers about the effectiveness of GSCR’s disclosure controls and procedures;

 

•

GSCR’s management must prepare an annual report regarding its assessment of GSCR’s internal control over financial reporting starting with the fiscal year ended December 31, 2024; and

 

•

GSCR’s periodic reports must disclose whether there were any changes in GSCR’s internal controls over financing reporting that has materially affected, or is reasonably likely to materially affect, GSCR’s internal controls over financial reporting.

 

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The Sarbanes-Oxley Act requires GSCR to review GSCR’s policies and procedures to determine whether GSCR complies with the Sarbanes-Oxley Act and the regulations promulgated thereunder. GSCR will continue to monitor its compliance with all future regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that GSCR is in compliance therewith.

Compliance with the JOBS Act

GSCR is an “emerging growth company,” as defined by the JOBS Act. As an emerging growth company, GSCR is eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public reporting companies that are not emerging growth companies. For so long as GSCR remains an emerging growth company, GSCR will not be required to:

 

•

have an auditor attestation report on GSCR’s internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 

•

submit certain executive compensation matters to stockholder advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding stockholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding stockholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”); or

 

•

disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officers’ compensation to median employee compensation.

GSCR will remain an emerging growth company until the earliest of: (1) the last date of the fiscal year during which GSCR had total annual gross revenues of $1.235 billion or more; (2) the date on which GSCR has, during the previous three-year period, issued more than $1 billion in non-convertible debt; (3) the date on which GSCR is deemed to be a “large accelerated filer” as defined under Rule 12b-2 under the Exchange Act; or (4) the last day of the fiscal year following the fifth anniversary of the date of the first sale of GSCR’s common equity securities pursuant to an effective Securities Act registration statement.

GSCR does not believe that being an emerging growth company will have a significant impact on its business. Because GSCR is not a large accelerated filer or an accelerated filer under Section 12b-2 of the Exchange Act, and will not be for so long as its Shares are not traded on a national securities exchange, GSCR will not be subject to auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act even once GSCR is no longer an emerging growth company. In addition, so long as GSCR is externally managed by GSAM and does not directly compensate its executive officers, or reimburse GSAM or its affiliates for the salaries, bonuses, benefits and severance payments for persons who also serve as its executive officers or as executive officers of GSAM, GSCR does not expect to include disclosures relating to executive compensation in its periodic reports or proxy statements. As a result, GSCR does not expect to be required to seek stockholder approval of executive compensation and golden parachute compensation arrangements pursuant to Section 14A(a) and (b) of the Exchange Act.

Compliance with the Bank Holding Company Act

As a BHC and FHC, the activities of GS Group Inc. and its affiliates are subject to certain restrictions imposed by the Bank Holding Company Act of 1956 (“BHCA”) and related regulations. BHCs and FHCs are subject to supervision and regulation by the Federal Reserve. Because GS Group Inc. may be deemed to “control” GSCR within the meaning of the BHCA, restrictions under the BHCA could apply to GSCR as well. Accordingly, the BHCA and other applicable banking laws, rules, regulations and guidelines, and their interpretation and administration by the appropriate regulatory agencies, including the Federal Reserve, may

 

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restrict GSCR’s investments, transactions and operations and may restrict the transactions and relationships between GSAM, GS Group Inc. and their affiliates, on the one hand, and GSCR on the other hand. For example, the BHCA regulations applicable to GS Group Inc. and GSCR may, among other things, restrict GSCR’s ability to make certain investments or the size of certain investments, impose a maximum holding period on some or all of GSCR’s investments and restrict GSCR’s and GSAM’s ability to participate in the management and operations of the companies in which GSCR invests. In addition, certain BHCA regulations may require aggregation of the positions owned, held or controlled by related entities. Thus, in certain circumstances, positions held by GS Group Inc. and its affiliates (including its Adviser) for client and proprietary accounts may need to be aggregated with positions held by GSCR. In this case, where BHCA regulations impose a cap on the amount of a position that may be held, Goldman Sachs may utilize available capacity to make investments for its proprietary accounts or for the accounts of other clients, which may require GSCR to limit and/or liquidate certain investments. Additionally, Goldman Sachs may in the future, in its sole discretion and without notice to investors, engage in activities impacting GSCR and/or GSAM in order to comply with the BHCA or other legal requirements applicable to, or reduce or eliminate the impact or applicability of any bank regulatory or other restrictions on, Goldman Sachs, GSCR or other funds and accounts managed by its Adviser and its affiliates. In addition, Goldman Sachs may cease in the future to qualify as a FHC, which may subject GSCR to additional restrictions. Moreover, there can be no assurance that the bank regulatory requirements applicable to Goldman Sachs and GSCR, or the interpretation thereof, will not change, or that any such change will not have a material adverse effect on GSCR.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS OF GSCR

The information in this section contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. You should read the following discussion in conjunction with the audited consolidated financial statements and related notes thereto and other financial information appearing elsewhere in this proxy statement. Many of the amounts and percentages presented in this section have been rounded for convenience of presentation and all amounts are presented in thousands (unless otherwise indicated), except share and per share amounts.

GSCR cannot assure you that the Merger will be consummated as scheduled, or at all. See “Risk Factors—Risks Related to the Merger” for a description of the risks associated with a failure to consummate the Merger.

OVERVIEW

GSCR is a specialty finance company that is a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the Investment Company Act. In addition, GSCR has elected to be treated as a RIC, and GSCR expects to qualify annually for tax treatment as a RIC, under Subchapter M of the Code, commencing with GSCR’s taxable year ended December 31, 2023. From GSCR’s commencement of investment operations on April 6, 2023 through June 30, 2025, GSCR has originated approximately $11.87 billion in aggregate principal amount of Private Credit Investments and related equity prior to any subsequent exits and repayments.

GSCR’s investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. GSCR’s investment strategy is consistent with that of the broader Goldman Sachs Asset Management Private Credit platform, with a focus on capital preservation and capital appreciation, and includes:

 

•

Leveraging Goldman Sachs Asset Management Private Credit’s position within Goldman Sachs;

 

•

Direct origination with borrowers;

 

•

Prudent investment selection with intensive due diligence and credit analysis;

 

•

Provision of large-sized commitments;

 

•

Structuring expertise with a focus on risk mitigation;

 

•

Rigorous portfolio management; and

 

•

Focus on companies with attractive business fundamentals.

Under normal circumstances, GSCR will invest at least 80% of GSCR’s total assets (which include net assets plus borrowings for investment purposes) in Private Credit Investments, which may include loans, notes, bonds and other corporate debt securities issued by corporate issuers. If GSCR changes GSCR’s 80% requirement, GSCR will provide stockholders with at least 60 days’ notice of such change.

GSCR primarily holds directly originated, first lien senior secured, floating rate debt of companies located primarily in the United States and, to a lesser extent, in non-U.S. jurisdictions. GSCR may also invest, to a lesser extent, in broadly syndicated loans, second lien loans, unsecured, subordinated or PIK debt, equity and debt tranches of CLOs, including CLOs that hold corporate debt, and equity and equity-like instruments. GSCR also invests a portion of GSCR’s portfolio in more Liquid Investments, such as broadly syndicated loans and other fixed-income securities, to provide the portfolio with additional liquidity.

GSCR invests primarily in private companies based in the United States, but GSCR also invests, to a lesser extent, in non-U.S. based companies (subject to compliance with BDC requirements to invest at least 70% of

 

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GSCR’s assets in U.S. companies). GSCR focuses GSCR’s lending across a spectrum of directly sourced opportunities in companies ranging from lower middle market to large capitalization in size. GSCR may invest in companies of any size or capitalization.

GSCR generally leads the origination of GSCR’s investments as the primary lender, and GSCR may participate in club deals (which are generally investments made by a small group of firms). Subject to the limitations of the Investment Company Act, GSCR may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other Goldman Sachs credit funds or affiliates. GSCR also invests alongside institutional and retail-focused private credit Accounts, which may include proprietary accounts of Goldman Sachs. In addition, GSCR expects to acquire or originate revolving credit facilities from time to time in connection with GSCR’s investments in other assets.

GSCR’s investment strategy also allocates a portion of the overall portfolio to Liquid Investments to provide the portfolio with additional liquidity and to manage GSCR’s payment obligations under GSCR’s share repurchase program. Investment decisions related to Liquid Investments are made by the GSAM High Yield and Bank Loan team within the Global Fixed Income and Liquidity Solutions group of Goldman Sachs Asset Management. Liquid Investments may include senior secured loans, senior secured high yield bonds, senior unsecured high yield bonds, and fixed-income ETFs and government securities. GSCR uses these investments to maintain liquidity for GSCR’s share repurchase program and manage cash before investing subscription proceeds into originated loans, while also seeking attractive investment returns. Prior to raising or investing sufficient capital, the portfolio may display a greater percentage of assets within Liquid Investments or government securities than GSCR otherwise would expect for a fully invested portfolio.

GSCR employs leverage as market conditions permit and at the discretion of GSAM, but GSCR intends to comply with the limitations set forth in the Investment Company Act, which currently allows GSCR to borrow up to $2 of debt for each $1 of equity. GSCR intends to use leverage in the form of borrowings, including loans from financial institutions as well as the issuance of debt securities. GSCR may also use leverage in the form of preferred shares. In determining whether to borrow money, GSCR will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to GSCR’s investment outlook. GSCR would expect any such leverage, if incurred, to increase the total capital available for investment by GSCR.

KEY COMPONENTS OF OPERATIONS

Revenues

GSCR generates revenues in the form of interest income on debt investments and, to a lesser extent, fee income and capital gains and distributions, if any, on equity securities that GSCR may acquire in portfolio companies. Some of GSCR’s investments may provide for deferred interest payments or PIK income. GSCR expects that the principal amount of the debt investments and any accrued but unpaid interest generally will become due at the maturity date.

GSCR generates revenues primarily through receipt of interest income from the investments GSCR holds. In addition, GSCR may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors’ fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to GSCR, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, GSCR receives its allocable portion of such fees when invested in the same portfolio company as other Accounts. GSCR does not expect to receive material fee income as it is not GSCR’s principal investment strategy. GSCR record contractual prepayment premiums on loans and debt securities as interest income.

Dividend income on preferred equity investments, if any, is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on

 

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common equity investments, if any, is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.

Expenses

GSCR’s primary operating expenses include the payment of a management fee and an incentive fee to GSAM, legal and other professional fees, interest and other debt expenses and other operating related expenses. The management Fee and incentive Fee compensate GSAM for its work in identifying, evaluating, negotiating, structuring, and monitoring GSCR’s investments. GSCR bears all other expenses of GSCR’s operations and transactions, including in accordance with the GSCR Investment Management Agreement.

GSAM pays all costs incurred by it in connection with the performance of its duties under the GSCR Investment Management Agreement. GSAM pays the compensation and expenses of all its personnel and makes available, without expense to GSCR, the services of such of its partners, officers and employees as may duly be elected as GSCR’s officers or directors, subject to their individual consent to serve and to any limitations imposed by law. GSAM is not required to pay any of GSCR’s expenses other than those specifically allocated to it, including as set forth below. In particular, but without limiting the generality of the foregoing, GSAM is not required to pay:

 

•

organization and offering expenses associated with the private offering of GSCR’s Class I stock, par value $0.001 per share and other securities (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between GSCR’s systems and those of participating intermediaries, reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of GS & Co., GSCR’s transfer agent (“GSCR’s Transfer Agent”), fees to attend retail seminars sponsored by participating intermediaries, if any, and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, intermediaries, registered investment advisors or financial or other advisors, but excluding the stockholder servicing fee);

 

•

fees and expenses, including travel expenses, incurred by GSAM or payable to third parties related to GSCR’s investments, including, among others, professional fees (including the fees and expenses of consultants and experts) and fees and expenses from evaluating, monitoring, researching and performing due diligence on investments and prospective investments;

 

•

interest payable on debt, if any, incurred to finance GSCR’s investments;

 

•

fees and expenses incurred by GSCR in connection with membership in investment company organizations;

 

•

brokers’ commissions;

 

•

fees and expenses associated with calculating GSCR’s NAV (including the costs and expenses of any independent valuation firm);

 

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legal, auditing or accounting expenses;

 

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taxes or governmental fees;

 

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the fees and expenses of the GSCR Administrator, GSCR’s Transfer Agent or sub-transfer agent;

 

•

the cost of preparing share certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of GSCR’s Shares;

 

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•

the expenses of and fees for registering or qualifying GSCR’s Shares for sale and of maintaining GSCR’s federal and/or state registration or exemptions, and registering GSCR as a broker or a dealer, as applicable;

 

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the fees and expenses of GSCR’s directors who are not affiliated with GSAM;

 

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the cost of preparing and distributing reports, proxy statements and notices to GSCR’s stockholders, the SEC and other regulatory authorities;

 

•

costs of holding stockholder meetings;

 

•

the fees or disbursements of custodians of GSCR’s assets, including expenses incurred in the performance of any obligations enumerated by GSCR’s certificate of incorporation or bylaws insofar as they govern agreements with any such custodian;

 

•

insurance premiums; or

 

•

costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with GSCR’s business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of GSCR’s rights against any person and indemnification or contribution expenses payable by GSCR to any person and other extraordinary expenses not incurred in the ordinary course of GSCR’s business.

GSAM is also not required to pay expenses of activities which are primarily intended to result in sales of GSCR Shares, including all costs and expenses associated with the preparation and distribution of any private placement memorandum, subscription agreements, registration statements, prospectuses or stockholder application forms, including any amendments, restatements and/or supplements thereto.

GSAM may impose a voluntary cap on the amount of expenses that will be borne by GSCR on a monthly or annual basis. Any such expense cap may be increased, decreased, waived or eliminated at any time at GSAM’s sole discretion.

To the extent that expenses to be borne by GSCR pursuant to the GSCR Investment Management Agreement are paid by GSAM, GSCR will reimburse GSAM for such expenses, provided, however, that GSAM may elect, from time to time and in its sole discretion, to bear certain of GSCR’s expenses set forth above, including organizational and other expenses.

Pursuant to the expense support and conditional reimbursement agreement, dated as of March 20, 2023 (the “Expense Support and Conditional Reimbursement Agreement”) with GSAM, GSAM may elect to pay certain of GSCR’s expenses on GSCR’s behalf, provided that no portion of the payment will be used to pay any interest expense or distribution and/or stockholder servicing fees of GSCR. GSCR may reimburse GSAM for such advanced expenses only if certain conditions are met. Any reimbursements will not exceed actual expenses incurred by GSAM and its affiliates.

From time to time, Goldman Sachs Asset Management (in its capacity as GSAM) or its affiliates may pay third-party providers of goods or services. GSCR will reimburse Goldman Sachs Asset Management (in its capacity as GSAM) or such affiliates thereof for any such amounts paid on GSCR’s behalf. From time to time, Goldman Sachs Asset Management (in its capacity as GSAM) may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by GSCR’s stockholders.

GSCR expects GSCR’s general and administrative expenses to be relatively stable or to decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

 

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Leverage

As a BDC, GSCR is permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares of stock senior to GSCR’s common stock if GSCR’s asset coverage ratio, as defined under the Investment Company Act, is at least equal to 150% immediately after each such issuance. The Small Business Credit Availability Act modified the applicable provisions of the Investment Company Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150%, subject to certain approval and disclosure requirements. The GSCR Board and the initial member approved the application of the 150% asset coverage ratio to GSCR in accordance with the requirements of the Investment Company Act. While the leverage GSCR employs may be greater or less than these levels from time to time, GSCR intends to comply with the limitations set forth in the Investment Company Act, which currently allows GSCR to borrow up to $2 of debt for each $1 of equity. In addition, except in limited circumstances, while any indebtedness and senior securities remain outstanding, GSCR must make provisions to prohibit any distribution to GSCR’s stockholders or the repurchase of such securities or stock unless GSCR meets the applicable asset coverage ratios at the time of the distribution or repurchase. GSCR may also borrow amounts up to 5% of the value of GSCR’s total assets for temporary or emergency purposes without regard to asset coverage. A loan is presumed to be made for temporary purposes if it is repaid within 60 days and is not extended or renewed; otherwise, it is presumed not to be for temporary purposes.

GSCR employs leverage as market conditions permit and at the discretion of GSAM, but GSCR intends to comply with the limitations set forth in the Investment Company Act, which currently allows GSCR to borrow up to $2 of debt for each $1 of equity. GSCR uses leverage in the form of borrowings, including loans from financial institutions as well as the issuance of debt securities. GSCR also uses leverage in the form of preferred shares. In determining whether to borrow money, GSCR analyzes the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to GSCR’s investment outlook. GSCR expects any such leverage, if incurred, to increase the total capital available for investment by GSCR.

GSCR’s leverage may take the form of revolving or term loans from financial institutions, such as the GSCR Truist Revolving Credit Facility (as defined below), the GSCR BNPP Revolving Credit Facility (as defined below), and the GSCR MS Revolving Credit Facility (as defined below, and together with the GSCR Truist Revolving Credit Facility and the GSCR BNPP Revolving Credit Facility, collectively, the “GSCR Revolving Credit Facilities”), debt securities, such as secured or unsecured bonds, including GSCR’s 5.875% unsecured notes due 2028 (the “2028 Notes”) and GSCR’s 6.250% unsecured notes due 2030 (the “2030 Notes”), securitization of portions of GSCR’s investment portfolio, preferred shares and/or reverse repurchase agreements (including short term participations or pledges of GSCR’s directly originated debt positions). The GSCR Revolving Credit Facilities and other leverage techniques described herein allow GSCR to borrow money and lever GSCR’s investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing GSCR’s yield. This is known as “leverage.” The use of leverage magnifies returns, including losses.

Certain trading practices and investments, such as reverse repurchase agreements, may be considered borrowings or involve leverage and thus may be subject to Investment Company Act restrictions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered borrowings for these purposes. Practices and investments that may involve leverage but are not considered borrowings are not subject to the Investment Company Act’s asset coverage requirement. The amount of leverage that GSCR employs will depend on the assessment by GSAM and the GSCR Board of market conditions and other factors at the time of any proposed borrowing.

 

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PORTFOLIO AND INVESTMENT ACTIVITY

GSCR’s portfolio (excluding investments in money market funds, if any) consisted of the following:

 

		As of
		June 30, 2025								December 31, 2024
		Amortized Cost				Fair Value				Amortized Cost				Fair Value
		($ in millions)
First Lien/Senior Secured Debt		$	9,312.90			$	9,300.76			$	7,014.26			$	7,006.80
First Lien/Last-Out Unitranche			279.82				282.10				263.35				261.65
Second Lien/Senior Secured Debt			43.53				43.90				—				—
Preferred Stock			3.10				—				3.10				—
Common Stock			5.21				4.18				5.21				5.37
Total investments		$	9,644.56			$	9,630.94			$	7,285.92			$	7,273.82

The weighted average yield of GSCR’s portfolio by asset type (excluding investments in money market funds, if any), at amortized cost and at fair value, was as follows:

 

		As of
		June 30, 2025								December 31, 2024
		Amortized Cost				Fair Value				Amortized Cost				Fair Value
Weighted Average Yield(1)
First Lien/Senior Secured Debt(2)			9.1	%			9.1	%			9.4	%			9.4	%
First Lien/Last-Out Unitranche(2)(3)			10.7	%			10.6	%			11.0	%			11.1	%
Second Lien/Senior Secured Debt(2)			11.1				11.1
Preferred Stock(4)			—				—				—				—
Common Stock(4)			—				—				—				—
Total Portfolio			9.1	%			9.2	%			9.5	%			9.5	%

 

(1)	The weighted average yield of GSCR’s portfolio does not represent the total return to GSCR’s stockholders.

(2)

Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual status and non-income producing investments) at amortized cost or fair value. This calculation excludes investments that are unsettled as of period-end as the interest rate associated with the investment is not known prior to the settlement date.

(3)	The calculation includes incremental yield earned on the “last-out” portion of the unitranche loan investments.

(4)	Computed based on (a) the stated coupon rate, if any, for each income-producing investment, divided by (b) the total investments (including investments on non-accrual status and non-income producing investments) at amortized cost or fair value.

As of June 30, 2025, the total portfolio weighted average yield measured at amortized cost and fair value was 9.1% and 9.2%, as compared to 9.5% and 9.5% as of December 31, 2024.

As of June 30, 2025, the Liquid Investments portfolio weighted average yield measured at amortized cost and fair value was 7.2% and 7.3%, compared to 7.5% and 7.5% as of December 31, 2024.

 

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